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Mining Sublease and Option to Purchase Agreement

This Mining Sublease
  and Option to Purchase Agreement (“Agreement”) is made and entered
  into by and between Goodsprings Development Corporation, a Nevada Corporation
  (“Owner”), and Entourage USA Inc., a wholly owned subsidiary of
  Entourage Mining Ltd. (Lessee), a British Columbia corporation. Entourage Mining
  Ltd. hereby accepts the financial responsibility of Entourage USA Inc.’s
  commitments under the terms and conditions of this agreement.

Recitals

A.       Owner leases
  the Black Warrior patented mining claim USMS 40 and Sunrise USMS 41, and the
  unpatented mining claims BW1-BW5 and BWX1-BWX4, and has located the GBW group
  of unpatented claims situated in T. 1 S., R. 39 E., MDB&M, Esmeralda County,
  Nevada, more particularly described in Exhibit A attached to and by this reference
  incorporated in this Agreement (collectively the “Property”).

B.      Owner desires to sublease the Property to Lessee and
  to grant to Lessee the option to purchase the Property on the terms and conditions
  of this Agreement.

Now, therefore, in consideration of their mutual promises, the parties agree
  as follows:

1.           Definitions.The following defined terms, wherever used in this Agreement, shall have
  the meaning described below:

1.1
  “Area of Interest” means the geographic area within two (2) mile
  from the exterior boundaries of the Property.

1.2
  “Closing Date” means the date on which Lessee’s purchase of
  the Property is closed in accordance with Section 5.

1.3
  “Effective Date” means June 1, 2004.

1.4
  “Governmental Regulations” means all directives, laws, orders, ordinances,
  regulations and statutes of any Federal, state or local agency, court or office.

1.5
  “Interest Rate” means twelve percent (12%) per annum compounded
  on an annual basis.

1.6
  “Lease Year” means each one (1) year period following the Effective
  Date and each anniversary of the Effective Date.

1.7
  “Lessee” means Entourage USA Inc., a wholly owned subsidiary of
  Entourage Mining Ltd., a British Columbia corporation, and its successors and
  assigns.

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1.8
  “Minerals” means all minerals and mineral materials, including gold,
  silver, platinum, and platinum group metals, base metals (including antimony,
  chromium, cobalt, copper, lead, manganese, mercury, nickel, molybdenum, titanium,
  tungsten, zinc), and other metals and mineral materials which are on, in or
  under the Property.

1.9
  "Net Smelter Returns" means the net smelter returns from the production of Minerals
  from the Property as calculated and determined in accordance with Exhibit 1
  to Exhibit B, the conveyance to be executed and delivered in accordance with
  Section 5.5.

1.10
  “Option” means the Option granted by Owner to Lessee to purchase
  the Property.

1.11
  “Owner” means Goodsprings Development Corporation, a Nevada corporation,
  and its successors and assigns.

1.12
  “Property” means the Black Warrior patented mining claim USMS 40
  and Sunrise USMS 41, and the unpatented mining claims BW1 - BW5, and BWX1-BWX4,
  and the GBW unpatented mining claims situated in T.1 S., R.39 E., MDB&M,
  Esmeralda County, Nevada, plus such additional unpatented mining claims which
  are made subject to this Agreement.

1.13
  “Purchase Price” means the purchase price for the Property described
  in Section .

1.14
  “Rental Payments” means the rental payments payable by Lessee in
  accordance with Section 4.1.

1.15
  "Royalty" means the production royalty payable by Lessee to Owner in accordance
  with Section 4.2.

1.16
  "Underlying Agreements" means the Lease and Option to Purchase Agreement between
  Owner and Apex 76 Deep Mines Co., a Nevada corporation, concerning the Black
  Warrior patented mining claim USMS 40 and Sunrise USMS 41, and the unpatented
  mining claims BW1 - BW5, and BWX1-BWX4.

2.           Lease
  and Grant of Rights.Owner leases the Property to Lessee and grants Lessee
  the rights and privileges described in this Section.

2.1
  Lease and Sublease. Owner leases the Black Warrior group of claims and
  owns the GBW group of claims and hereby subleases both groups of claims, subject
  to the Underlying Agreement, to Lessee for the purpose of exploration for Minerals,
  provided, however, that Lessee shall have no right to construct, develop or
  operate a mine on the Property without first having exercised and closed the
  Option. Lessee agrees and covenants to perform all of Owner's obligations under
  the Underlying Agreements which accrue during the term of this Agreement.

2.2
  Water Rights.Subject to the regulations of the State of Nevada concerning
  the appropriation and taking of water, Lessee shall have the right to appropriate
  and use water, to drill wells for the water on the Property and to lay and maintain
  all necessary water lines as may be required by Lessee in its operations on
  the Property. If Lessee acquires or files any applica-

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tion for appropriation or a permit, it shall cause each such
  application and permit to be taken jointly in the names of Owner and Lessee.
  On termination of this Agreement, except on Lessee’s exercise and closing
  of the Option, Lessee shall assign and convey to Owner all permits and water
  rights appurtenant to the Property which are acquired by Lessee during the term
  of this Agreement. If Lessee exercises and closes the Option, Owner shall assign
  and convey to Lessee all permits and water rights appurtenant to the Property.

3.           Term.
  The initial term of this Agreement shall commence on the Effective Date and
  shall expire ten (10) years after the Effective Date, unless this Agreement
  is sooner terminated, canceled or extended. Owner grants to Lessee and Lessee
  shall have the option and right to extend the term of this Agreement for ten
  (10) additional extension terms of one (1) year each on the express condition
  that Lessee is conducting exploration activities on the Property at the expiration
  of the term immediately preceding the proposed extension term and Lessee is
  current in its performance of all of its obligations under this Agreement, including,
  expressly, Lessee’s payment obligations. If Lessee elects to extend the
  term of this Agreement, Lessee shall notify Owner not less than thirty (30)
  days before expiration of the term immediately preceding the proposed extension
  term.

4.           Payments.
  Lessee shall make the following payments to Owner:

4.1
       Rental Payments.On the dates described below, Lessee
  shall pay to Owner the sums described below:

| | Date                                         |   | Payment Amount
| | -------------------------------------------- | - | --------------
|
| | On the parties’ execution of this Agreement  | $ | 15,000.00     
| | June 1, 2005                                 | $ | 15,000.00     
| | June 1, 2006                                 | $ | 20,000.00     
| | June 1, 2007 and each anniversary thereafter | $ | 25,000.00     

The Rental Payments shall be credited against the Purchase Price.

4.2
        Production Royalty. Lessee shall pay to Owner a production
  royalty equal to three percent (3%) of the Net Smelter Returns from the production
  or sale of Minerals from the Property. Lessee shall calculate and pay the Royalty
  in accordance with Exhibit 1 to Exhibit B attached to and by this reference
  incorporated into this Agreement, to be executed and delivered by Owner in accordance
  with section 5.5. Lessee shall pay the Royalty within one month after the last
  day of each month during which Lessee sells or ships any Minerals, materials
  or ores. Lessee shall have he option to purchase one third of the Royalty representing
  a one percent (1%) Net Smelter Return Royalty, for one million dollars ($1,000,000.00),
  in accordance with the terms of the conveyance to be executed and delivered
  in accordance with Section 5.5. Lessee may exercise its option to purchase such
  part of the Royalty at any time during the term of this Agreement or during
  the time prescribed in the conveyance.

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4.3
        Payment of Mining Claim Staking and Maintenance Costs.
  Not less than sixty (60) days before (a) the legal or regulatory deadlines for
  payment of the Federal annual mining claim maintenance fees, performance of
  annual assessment work, if required, and the filing or recording of proof of
  payment of such fees or of intent to hold the mining claims which comprise the
  Property; and (b) the payments payable by Owner pursuant to the Underlying Agreements,
  Lessee shall pay to Owner the sums for such maintenance, work, filing and recording
  fees, and underlying payments in order that Owner may timely pay and perform
  such obligations. Lessee also agrees to pay for the staking and recording of
  any new claims contiguous with the Property, or to reimburse Owner for its costs
  in staking and recording any new claims contiguous with the Property

4.4
       Method of Payment.All payments by Lessee to Owner shall
  be paid by check delivered to Owner at its address for notice purposes or by
  wire transfer to an account designated by Owner.

4.5
       Late Charge and Interest.If Lessee does not timely
  pay any Rental Payment or any other amount payable by Lessee under this Agreement
  within ten (10) days after the date on which such payment is due, Lessee shall
  pay to Owner a late charge equal to ten percent (10%) of such overdue amount.
  Owner’s acceptance of the late charge payment shall not constitute a waiver
  of Lessee’s default regarding such overdue amount, nor prevent Owner from
  exercising any of Owner’s other rights and remedies granted under this
  Agreement. If any Rental Payment or other amount payable by Lessee remains delinquent
  for a period in excess of thirty (30) days, Lessee shall pay to Owner, in addition
  to the late charge, interest from and after the due date at the Interest Rate.
  Lessee’s payment of such interest shall not excuse or cure any default
  by Lessee.

4.6
       Currency. All monetary sums referred to in this Agreement
  are in United States currency.

5.           Option.Owner grants to Lessee the exclusive right to purchase the Property, subject
  to the Royalty reserved by Owner and subject to Lessee’s obligations under
  the conveyance executed and delivered by Owner on the closing of the Option.
  The Purchase Price for the Property shall be Four Hundred Thousand Dollars ($
  400,000.00) . The Rental Payments paid by Lessee to Owner shall be credited
  against the Purchase Price.

5.1
       Notice of Election.If Lessee elects to exercise the
  Option, Lessee shall deliver written notice to Owner. On Owner’s receipt
  of Lessee’s notice of exercise of the Option, the parties shall make diligent
  efforts to close the conveyance of the Property, as applicable, within thirty
  (30) days after Owner’s delivery of the notice.

5.2
       Real Property Transfer Taxes.Lessee shall pay the real
  property transfer taxes, if any, the costs of escrow and all recording costs
  incurred in closing of the Option.

5.3
        Proration of Taxes. Payment of any and all state and
  local real property and personal property taxies levied on the property and
  not otherwise provided for in this Agreement shall be prorated between the parties
  as of the closing of any transaction on the basis of a thirty (30) day month.

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5.4
       Payment on Closing. On closing of the Option, Lessee
  shall pay the balance of the Purchase Price to Owner, in cash or by wire transfer
  to an account designated by Owner.

5.5
       Conveyance on Closing. If Lessee exercises and closes
  the Option, Owner shall execute and deliver to Lessee a conveyance of the Property
  in the form of Exhibit B. Owner and Lessee shall execute and deliver such other
  written assurances and instruments as are reasonably necessary for the purpose
  of closing the purchase of the Property. The execution, delivery and recording
  of the conveyance shall not constitute a merger of Lessee's obligations under
  this Agreement which shall survive the closing of the Option.

5.6
       Effect of Closing. On closing of the Option, Lessee
  shall own the Property, subject to the Royalty reserved by Owner, and Lessee's
  other obligations as stated in the conveyance of the Property.

6.           Compliance
  With the Law. Lessee shall, at Lessee’s sole cost, promptly comply
  with all Governmental Regulations relating to the condition, use or occupancy
  of the Property by Lessee, including but not limited to all exploration and
  development work performed by Lessee during the term of this Agreement. Lessee
  shall, at its sole cost, promptly comply with all applicable Governmental Regulations
  regarding reclamation of the Property and Lessee shall defend, indemnify and
  hold harmless Owner from any and all actions, assessments, claims, costs, fines,
  liability and penalties arising from or relating to Lessee’s failure to
  comply with any applicable Governmental Regulations. Owner agrees to cooperate
  with Lessee in Lessee’s application for governmental licenses, permits,
  and approvals, the costs of which shall be borne by Lessee. Promptly following
  the Effective Date, Lessee shall apply and diligently prosecute its application
  for a special use permit for mining operations on the Property.

7.           Lessee's
  Work Practices and Reporting.

7.1
        Work Practices.Lessee shall act as operator of the
  property and shall work the Property in a miner-like fashion. Lessee has a right
  to sub-contract work on the property providing that any sub-contractor or consultant
  agrees, in performing the work, to be bound by the terms of this agreement as
  though it were the lessee.

7.2
        Inspection of Data. During the term of this Agreement,
  Owner shall have the right to examine and make copies of all data regarding
  the Property in Lessee’s possession during reasonable business hours and
  upon prior notice, provided, however, that the rights of the Owner to examine
  such data shall be exercised in a manner that does not interfere with the operations
  of Lessee.

7.3 Reports. On or before February 1 each year this Agreement
  is in effect, Lessee shall deliver to Owner a comprehensive report of all of
  Lessee's activities conducted on the Property during the previous year.

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8.           Scope
  of Agreement. This Agreement shall extend to and include the unpatented
  mining claims described in Exhibit A of this Agreement and in the exhibits which
  are part of this Agreement, and all other interests, mining claims and property
  rights made part of and subject to this Agreement in accordance with this Section.
  All unpatented mining claims located by Owner or Lessee which are partially
  or wholly in the Area of Interest shall be located in Owner’s name and
  shall be part of and subject to this Agreement. On location by a party of any
  mining claims in the Area of Interest, the locating party shall promptly notify
  the other party. The parties shall execute and deliver an amendment of this
  Agreement, in recordable form, which provides that the newly located unpatented
  mining claims are part of the Property and are subject to this Agreement. The
  amendment made be recorded by either party.

9.           Liens
  and Notices of Non-Responsibility.Lessee 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 Lessee, and to pay, and defend,
  indemnify and hold harmless Owner from and against, all indebtedness and liabilities
  incurred by or for Lessee which may or might become a lien, charge or encumbrance;
  except that Lessee need not discharge or release any such lien, charge or encumbrance
  so long as Lessee disputes or contests the lien, charge or encumbrance and posts
  a bond sufficient to discharge lien acceptable to Owner. Subject to Lessee’s
  right to post a bond in accordance with the foregoing, if Lessee does not within
  thirty (30) days following the imposition of any such lien, charge or encumbrance,
  cause the same to be released of record, Owner shall have, in addition to Owner’s
  contractual and legal remedies, the right, but not obligation to cause the lien
  to be released by such manner as Owner deems proper, including payment of the
  claim giving rise to such lien, charge or encumbrance. All sums paid by Owner
  for and all expenses incurred by it in connection with such purpose, including
  court costs and attorney fees, shall be paid by Lessee to Owner on demand with
  interest at the Interest Rate. Notwithstanding the provisions of this Section,
  Lessee shall have the right to grant a lien and security interest in the Property
  for the purpose of obtaining financing for the development of a mine on the
  Property.

10.           Taxes.

10.1
        Real Property Taxes.Owner shall pay any and all taxes
  assessed and due against the Property before the execution of this Agreement.
  Lessee shall pay promptly before delinquency all taxes and assessments, general,
  special, ordinary and extraordinary, that may be levied or assessed during the
  term of this Agreement upon the Property. All such taxes for the year in which
  this Agreement is executed and for the year in which this Agreement terminates
  shall be prorated between the Owner and Lessee, except that neither the Owner
  nor Lessee shall be responsible for the payment of any taxes which are based
  upon income, net proceeds, production or revenues from the Property assessed
  solely to the other party.

10.2
        Personal Property Taxes.Each party shall promptly
  when due pay all taxes assessed against such party’s personal property,
  improvements or structures placed or used on the Property.

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10.3
        Income Taxes.Owner shall not be liable for any taxes
  levied on or measured by income or net proceeds, or other taxes applicable to
  Lessee, based upon payments under this Agreement or under the conveyance executed
  and delivered by Owner on the Closing of the Option.

10.4
        Delivery of Tax Notices.If Owner receives tax bills
  or claims which are Lessee’s responsibility, Owner shall promptly forward
  them to Lessee for payment.

11.           Insurance
  and Indemnity.

11.1
        Lessee’s Liability Insurance.Lessee shall, at
  Lessee’s sole cost, keep in force during this Agreement term a policy
  of commercial general liability insurance covering property damage and liability
  for personal injury occurring on or about the Property, with coverage in amounts
  considered reasonable under Nevada mineral exploration practices and standards,
  and with contractual liability endorsement insuring Lessee’s performance
  of Lessee’s indemnity obligations of this Agreement.

11.2
        Form and Certificates.The policy of insurance required
  to be carried by Lessee pursuant to this Section shall be with a company approved
  by Owner and shall have a Best’s Insurance Rating of at least A-VII. Such
  policy shall name Owner as an additional insured and contain a cross-liability
  and sever ability endorsement. Lessee’s insurance policy shall also be
  primary insurance without right of contribution from any policy carried by Owner.
  A certificate of insurance and a copy of Lessee’s insurance policy shall
  be provided to Owner before any entry by Lessee or its agents or employees on
  the Property and shall provide that such policy is not subject to cancellation,
  expiration or change, except upon thirty (30) days prior written notice to Owner.
  The Owner shall not unreasonably refuse to approve an insurance Company or policy
  secured by the lessee.

11.3
        Waiver of Subrogation.Lessee and Owner 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 Property or injury to person to the extent such damage or
  injury is covered by proceeds received under any insurance policy carried by
  Owner or Lessee and in force at the time of such loss or damage.

11.4
        Waiver and Indemnification.Owner shall not be liable
  to Lessee and Lessee waives all claims against Owner 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 Lessee’s business conducted on the Property. Lessee shall defend, indemnify
  and hold harmless Owner and its members, officers, directors, agents and employees
  from and against any and all claims, judgments, damage, demands, losses, expenses,
  costs or liability arising in connection with injury to person or property from
  any activity, work, or things done, permitted or suffered by Lessee or Lessee’s
  agents, partners, servants, employees, invitees or contractors on or about the
  Property, or from any breach or default by Lessee in the performance of any
  obligation on the part of Lessee to be performed under the terms of this Agreement
  (all of the foregoing collectively referred to hereinafter as General Indemnity
  Claims). Lessee agrees to defend all General Indemnity Claims on behalf of Owner,
  with counsel reasonably acceptable to Owner. The obligations of Lessee contained
  in this Section shall survive the expiration of the term or sooner termination
  of this Agreement.

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12.           Environmental.

12.1
        Definitions.Hazardous Materials means any material,
  waste, chemical, mixture or byproduct which: (a) is or is subsequently defined,
  listed or designated under Applicable EnvironmentalLaws (defined below)
  as a pollutant, or as a contaminant, or as toxic or hazardous; or (b) is harmful
  to or threatens to harm public health, safety, ecology, or the environment and
  which is or hereafter becomes subject to regulation by any Federal, state or
  local governmental authority or agency. Applicable Environmental Laws means
  any applicable Federal, state, or local governmental law (including common law),
  statute, rule, regulation, ordinance, permit, license, requirement, agreement
  or approval, or any applicable determination, judgment, injunction, directive,
  prohibition or order of any governmental authority with jurisdiction at any
  level of Federal, state, or local government, relating to pollution or protection
  of the environment, ecology, natural resources, or public health or safety.

12.2
        Lessee Hazardous Material Activities.Lessee shall
  limit any use, generation, storage, treatment, transportation, and handling
  of Hazardous Materials in connection with Lessee’s use of the Property
  (collectively “Lessee Hazardous Materials Activities”) to those
  Hazardous Materials, and to quantities of them, that are necessary to perform
  activities permitted under this Agreement. Lessee Hazardous Materials Activities
  include, without limitation, all such activities on or about the Property by
  Lessee’s employees, partners, agents, invitees, contractors and their
  subcontractors. Lessee shall not cause or permit any Hazardous Materials to
  be disposed or abandoned at the Property. Lessee shall cause all Lessee Hazardous
  Materials Activities to be performed in strict conformance to Applicable Environmental
  Laws. Lessee shall promptly notify Owner of any actual or claimed violation
  of Applicable Environmental Laws in connection with Lessee Hazardous Materials
  Activities, and Lessee shall promptly and thoroughly cure any violation of Applicable
  Environmental Laws in connection with Lessee Hazardous Materials Activities.
  If any governmental approval, consent, license or permit is required under Applicable
  Environmental Laws for Lessee to perform any portion of its work at the Property,
  including without limitation any air emission permits, before commencing any
  such work, Lessee shall be solely responsible, at Lessee expense, for obtaining
  and maintaining, and providing copies of, each approval, consent, license or
  permit. All Lessee Hazardous Materials Activities shall be performed by qualified
  personnel who have received proper training with respect to Hazardous Materials,
  including compliance with applicable OSHA laws and regulations. Lessee shall
  cause all Hazardous Materials present at the Property in connection with Lessee
  Hazardous Materials Activities to be safely and securely stored, using double
  containment. Lessee agrees that neither its use of the Property nor Lessee Hazardous
  Materials Activities shall result in contamination of the environment.

12.3
        Spills of Hazardous Materials. Lessee shall promptly
  notify Owner and each governmental regulatory entity with jurisdiction of any
  spills, releases, or leaks of Hazardous Materials that occur in connection with
  Lessee Hazardous Materials Activities or Lessee’s use of

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the Property, including but not limited to any contamination
  of the environment (collectively “Lessee Contamination”). Lessee
  further shall promptly notify Owner of any claims of which Lessee becomes aware
  regarding any actual or alleged Lessee Contamination. Lessee shall be solely
  responsible at its expense for promptly, diligently and thoroughly investigating,
  monitoring, reporting on, responding to, and cleaning up to completion any and
  all such Lessee Contamination, in full conformance to Applicable Environmental
  Laws (collectively the “Lessee Environmental Response Work”). All
  Lessee Environmental Response Work shall be reported to each governmental regulatory
  entity with jurisdiction on an ongoing basis, and Lessee shall diligently attempt
  to attain written concurrence each such regulatory entity that all Lessee Environmental
  Response Work has been satisfactorily performed and completed. Lessee at its
  expense shall keep Owner timely informed of Lessee’s progress in responding
  to any Lessee Contamination, including but not limited to providing Owner with
  copies, at Lessee’s expense, of all reports, work plans, and communications
  with governmental entities.

12.4
        Removal of Stored Hazardous Materials. Before the expiration
  or termination of this Agreement, and not withstanding any other provision of
  this Agreement, and in full conformance to Applicable Environmental Laws, Lessee
  shall: (a) cause to be properly removed from the Property all Hazardous Materials
  stored at the Property in connection with Lessee’s use of the Property
  or in connection with Lessee Hazardous Materials Activities; and (b) cause to
  be properly dismantled, closed and removed from the Property all devices, drums,
  equipment and containments used for handling, storing or treating Hazardous
  Materials Activities. As part of the closure and removal activities described
  in the preceding sentence, Lessee shall cause to be performed representative
  environmental sampling of areas of the Property where such handling, storing
  or treating of Hazardous Materials occurred, to confirm that no contamination
  of the environment has resulted from any Lessee Hazardous Materials Activities.
  Such sampling shall be performed by a qualified environmental consultant acceptable
  to Owner, and such consultant shall promptly issue a written report which describes
  the consultant’s data, findings and conclusions, a copy of which shall
  be provided to Owner at Lessee’s expense. If any Lessee Contamination
  is discovered, Lessee shall immediately initiate Lessee Environmental Response
  Work as prescribed in this Agreement.

12.5
        Environmental Indemnity.Lessee shall promptly reimburse,
  defend, indemnify (with legal counsel acceptable to Owner, whose consent shall
  not unreasonably be withheld) and hold harmless Owner, its employees, assigns,
  successors-in-interest, agents and representatives from any and all claims,
  liabilities, obligations, losses, causes of action, demands, governmental proceedings
  or directives, fines, penalties, expenses, costs, (including but not limited
  to reasonable attorney's fees, consultant's fees, and other expert's fees and
  costs), and damages which arise from or relate to: (a) Lessee Hazardous Materials
  Activities; (b) Lessee Contamination; ( c ) any non- compliance with Applicable
  Environmental Laws resulting directly from the Lessee’s use of the Property
  or (d) a breech of any obligation of Lessee under this Section. The Lessee shall
  not be responsible for hazardous material activities, breach of applicable environmental
  law or contamination incurred primarily by another party or incurred primarily
  before or after the terms of this agreement.

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12.6
        Survival. The provisions of this Section shall survive
  expiration or termination of this Agreement .

13.           Work
  Obligations and Conversion of Claims.

13.1
        Work Obligations.

13.1.1
  Annual Assessment Work.To the extent required by law, beginning with the
  annual assessment work period of September 1, 2004, to September 1, 2005, and
  for each following annual assessment work year commencing during the term of
  this Agreement, Lessee shall perform for the benefit of the Property work of
  a type customarily deemed applicable as assessment work and of sufficient value
  to satisfy the annual assessment work requirements of all applicable Federal,
  state and local laws, regulations and ordinances, if any, and shall prepare
  evidence of the same in form proper for recordation and filing, and shall timely
  record and/or file such evidence in the appropriate Federal, state and local
  office as required by applicable Federal, state and local laws, regulations
  and ordinances. If Lessee elects to terminate this Agreement more than two (2)
  months before the deadline for performance of annual assessment work for the
  following annual assessment year, Lessee shall have no obligation to perform
  annual assessment work nor to prepare, record and/or file evidence of the same
  for the following annual assessment year. Lessee’s obligation, if any,
  to perform the annual assessment work for the assessment work period September
  1, 2004 to September 1, 2005, is an unconditional obligation of Lessee which
  shall survive termination of this Agreement.

13.1.2
  Federal Mining Claim Maintenance Fees.If under applicable Federal laws
  and regulations Federal annual mining claim maintenance fees are required to
  be paid for the unpatented mining claims which constitute all or part of the
  Property, beginning with the annual assessment work period of September 1, 2004,
  to September 1, 2005, Lessee shall timely and properly pay the Federal annual
  mining claim maintenance fees and shall execute and record or file, as applicable
  proof of payment of the Federal annual mining claim maintenance fees and of
  Owner’s intention to hold the unpatented mining claims which constitute
  the Property. If Lessee elects to terminate this Agreement more than two (2)
  months before the deadline for payment of the Federal annual mining claim maintenance
  fees for the following annual assessment year, Lessee shall have no obligation
  to pay the Federal annual mining claim maintenance fees for the Property for
  the following assessment year. Lessee’s obligation for payment of Federal
  annual mining claim maintenance fees and recording of the proof of payment and
  notice of intent to hold the claims for the assessment work period September
  1, 2004, to September 1, 2005, is an unconditional obligation of Lessee which
  shall survive termination of this Agreement.

13.2
        Amendment of Mining Laws.The parties acknowledge that
  legislation for the amendment or repeal of the mining laws of the United States
  applicable to the Property has been, and in the future may be, considered by
  the United States Congress. The parties desire to insure that any and all interests
  of the parties in the lands subject to the unpatented mining claims which comprise
  all or part of the Property, including any rights or interests acquired in such
  lands under the mining laws as amended, repealed or superseded, shall be part
  of the Property and shall be

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subject to the Agreement. If the mining laws applicable to
  the unpatented mining claims subject to this Agreement are amended, repealed
  or superseded, the conversion or termination of Owner’s interest in the
  Property pursuant to such amendment, repeal or supersession of the mining laws
  shall not be considered a deficiency or defect in Owner’s title in the
  Property, and Lessee shall have no right or claim against Owner resulting from
  the conversion, diminution, or loss of Owner’s interest in and to the
  Property, except as expressly provided in this Agreement.

If pursuant to any amendment or supersession of the mining
  laws Owner is granted the right to convert its interests in the unpatented mining
  claims compromising the Property to a permit, license, lease, or other right
  or interest, all converted interests or rights shall be deemed to be part of
  the Property subject to this Agreement. Upon the grant or issuance of such converted
  interests or rights, the parties shall execute and deliver an addendum to this
  Agreement, in recordable form, by which such converted interests or rights are
  made subject to this Agreement.

14.           Relationship
  of the Parties.

14.1
        No Partnership.This Agreement shall not be deemed
  to constitute any party in its capacity as such, the partner, agent, or legal
  representative of any other party, or to create any joint venture, partnership,
  mining partnership between the parties.

14.2
        Competition.Except as expressly provided in this Agreement,
  each party shall have the free and unrestricted right independently to engage
  in and receive the full benefits of any and all business endeavors of any sort
  outside the Property or outside the scope of this Agreement, whether or not
  competitive with the endeavors contemplated under this Agreement, without consultation
  with or participation of the other party. In particular, without limiting the
  foregoing, neither party to this Agreement shall have any obligation to the
  other as to any opportunity to acquire any interest, property or right to it
  outside the scope of this Agreement.

15.           Inspection.Owner or Owner's duty authorized representatives shall be permitted to enter
  on the Property and Lessee'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 Lessee's
  operations.

16.           Title.Owner represents that: (a) the unpatented mining claims which are part of
  the Property were properly located in accordance with applicable Federal and
  state laws and regulations; (b) the unpatented mining claims which are part
  of the Property are in good standing; (c) subject to the paramount title of
  the United States, Owner has the good right and full power to lease and to convey
  the unpatented mining claims which are part of the Property and the fee lands
  which are part of the Property described in this Agreement; and (d) the Property
  is free and clear of all liens, claims, and encumbrances and Owner has good
  and marketable title to the Property. Owner disclaims any representation or
  warranty concerning the existence or proof of a discovery of locatable minerals
  on or under the Property. Owner's representations and warranties concerning
  title shall survive termination of this Agreement and the conveyance from Owner
  to Lessee on exercise and closing of the Option.

11

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17.           Covenants,
  Warranties and Representations.Each of the parties covenants, warrants
  and represents for itself as follows:

17.1
        Compliance with Laws. That is has complied with all
  applicable laws and regulations of any governmental body, Federal, state or
  local, regarding the terms of and performance of its obligations under this
  Agreement.

17.2
        No Pending Proceedings. That there are no lawsuits
  or proceedings pending or threatened which affect its liability to perform the
  terms of this Agreement.

17.3
        Costs. That it shall pay all costs and expenses incurred
  or to be incurred by it in negotiating and preparing this Agreement and in closing
  and carrying out the transactions contemplated by this Agreement.

17.4
        Brokers. That it has had no dealings with any agent,
  broker, or finder in connection with this Agreement, and shall indemnify, defend
  and hold the other party harmless from and against any claims that may be asserted
  through such party that any agent's, broker's or finder's fee is due in connection
  with this Agreement.

18.           Termination
  by Owner.Any failure by Lessee to perform any of its covenants, liabilities,
  obligations or responsibilities under this Agreement shall be default. Owner
  may give Lessee written notice of a default. If default is not remedied within
  thirty (30) days after receipt of the notice, provided the default can reasonably
  be cured within that time, or, if not, if Lessee has not within that time commenced
  action to cure the same or does not after such commencement diligently prosecute
  such action to completion, Owner may terminate this Agreement by delivering
  notice to Lessee of Owner’s termination of this Agreement. In case of
  Lessee’s failure to pay the Rental Payments, Owner shall be entitled to
  give Lessee written notice of the default, and if such default is not remedied
  within fifteen (15) days after receipt of the notice, then Owner may terminate
  this Agreement by delivering notice to Lessee of Owner’s termination of
  this Agreement. On termination of this Agreement based on Lessee’s default,
  within ten (10) days Lessee shall execute to Owner a release of this Agreement
  in form acceptable for recording.

19.           Termination
  by Lessee. Lessee may terminate this Agreement at any time by giving written
  thirty (30) days advance notice to Owner. If Lessee terminates this Agreement,
  Lessee shall perform all obligations and pay all payments which accrue or become
  due before the termination date. On Lessee’s termination of this Agreement,
  within ten (10) days Lessee shall execute and deliver to Owner a release and
  termination of this Agreement in form acceptable for recording.

20.Surrender
  of Property.Unless the property is purchased pursuant to the terms of this
  agreement, on expiration or termination of this Agreement, Lessee shall surrender
  the Property promptly to Owner and at Lessee’s sole cost shall remove
  from the Property all of Lessee’s equipment, buildings, and structures.
  Lessee shall reclaim the Property in accordance with all applicable Governmental
  Regulations. Lessee shall diligently perform reclamation and restoration of
  the Property such that Lessee’s reclamation and restoration shall be completed
  before expiration or termination of this Agreement and not later than the date
  required under any Governmental Regulations.

12

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21.           Data.
  Within thirty (30) days following termination of this Agreement, Lessee shall
  deliver to Owner copies of all data regarding the Property in Lessee’s
  possession at the time of termination which before termination have not been
  furnished to Owner and, at Owner’s request, Lessee shall deliver to Owner
  all drilling core samples and sample splits taken from the Property.

22.           Confidentiality.
  The data and information, including the terms of this Agreement, coming into
  Lessee’s possession by virtue of this Agreement shall be deemed confidential
  and shall not be disclosed to outside third parties except as may be required
  to publicly record or protect title to the Property or to publicly announce
  and disclose information under Governmental Regulations or under the rules and
  regulations of any stock exchange on which the stock of any party, or the parent
  or affiliates of any party, is listed. Lessee agrees to inform Owner of the
  content of the announcement or disclosure in sufficient time to permit Owner
  to jointly or simultaneously make a similar public announcement or disclosure.
  If a party negotiates for a transfer of all or any of its interest in the Property
  or under this Agreement or negotiates to procure financing or loans relating
  to the Property, in order to facilitate any such negotiations such party shall
  have the right to furnish information to third parties, provided that each third
  party to whom the information is disclosed agrees to maintain its confidentiality
  in the manner provided in this Section.

23.           Assignment.

23.1
        Lessee’s Assignment.Lessee shall not assign,
  convey, encumber, sublease, grant any concession, or license or otherwise transfer
  (each a "Transfer") all or any part of its interest in this Agreement or the
  Property, without, in each case, Owner's prior written consent, which shall
  not be withheld unreasonably, subject to the terms of the Underlying Agreements.
  Any Transfer of this Agreement which is prohibited under this Section shall
  be deemed void and shall constitute a material default under the terms of this
  Agreement. Owner's consent to an assignment shall not waive the terms of this
  Section in respect of any subsequently proposed assignment, nor shall it release
  Lessee of its obligations under this Agreement.

23.2
        Owner’s Assignment.Owner shall have the right
  to assign, convey, encumber, sublease, grant any concession, or license or otherwise
  transfer all or any part of its interest in this Agreement or the Property.
  No change in ownership of Owner’s interest in the Property shall affect
  Lessee’s obligations under this Agreement unless and until Owner delivers
  and Lessee receives copies of the documents which demonstrate the change in
  ownership of Owner’s interest. Until Lessee receives Owner’s notice
  and the documents required to be delivered under this Section, Lessee may continue
  to make all payments under this Agreement as if the transfer of Owner’s
  ownership interest had not occurred. No division of Owner’s ownership
  as to all or any part of the Property shall enlarge Lessee’s obligation
  or diminish Lessee’s rights under this Agreement.

13

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24           Memorandum
  Agreement.The parties shall execute and deliver a memorandum of this Agreement.
  The execution of the memorandum shall not limit, increase or in any manner affect
  any of the terms of this Agreement or any rights, interests or obligations of
  the parties.

25.           Notices.
  Any notices required or authorized to be given by this Agreement shall be in
  writing and shall be sent either by commercial courier, facsimile, or by certified
  U.S. mail, postage prepaid and return receipt requested, addressed to the proper
  party at the address stated below or such address as the party shall have designated
  to the other parties in accordance with this Section. Such notice shall be effective
  on the date of receipt by the addressee party, except that any facsimiles received
  after 5:00 p.m. of the addressee’s local time shall be deemed delivered
  the next day.

| | If to Owner:  | Goodsprings Development Corp                    
| | ------------- | ------------------------------------------------
| |               | C/O Ken Brook                                   
| |               | 2305 Pleasure Dr.                               
| |               | Reno, Nevada 89509                              
|
|
|
| | If to Lessee: | Entourage USA Inc., a wholly owned subsidiary of
| |               | Entourage Mining Ltd.                           
| |               | C/O Greg Kennedy                                
| |               | 212 525 Seymour St.                             
| |               | Vancouver, B.C. V6B3H7                          
| |               | Canada                                          

26.           Binding
  Effect of Obligations.This Agreement shall be binding upon and inure to
  the benefit of the respective parties and their successors or assigns.

27.           Entire
  Agreement. The parties agree that the entire agreement between them is written
  in this Agreement and in a memorandum of agreement of even date. There are no
  terms or conditions, express or implied, other than expressly stated in this
  Agreement. This Agreement may be amended or modified only by a written instrument
  signed by the parties with the same formality as this Agreement. The Owner agrees
  to register this agreement and the original agreement between itself and Apex
  76 Deep Mines Co. forthwith and provide the Lessee copies of such registration.

28.           Governing
  Law and Forum Selection.This Agreement shall be construed and enforced
  in accordance with the laws of the State of Nevada. Any action or proceeding
  concerning the construction, or interpretation of the terms of this Agreement
  or any claim or dispute between the parties shall be commenced and heard in
  the Second Judicial District Court of the State of Nevada, in and for the county
  of Washoe, Reno, Nevada.

14

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29.           Multiple
  Counterparts. This Agreement may be executed in any number of counterparts,
  each of which shall be deemed to be an original, but all of which shall constitute
  the same Agreement.

30.           Severability.If any part, term or provision of this Agreement is held by a court of competent
  jurisdiction to be illegal or in conflict with any Governmental Regulations,
  the validity of the remaining portions or provisions shall not be affected,
  and the rights and obligations of the parties shall be construed and enforced
  as if the Agreement did not contain the particular part, term, or provision
  held to be invalid.

31.           Time
  of Essence. Time is of the essence in the performance of the parties’
  obligations under this Agreement.

The parties have executed this Agreement effective as of the Effective Date.

|                                    | GOODSPRINGS DEVELOPMENT CORP.       
|----------------------------------- | ------------------------------------
|                                   
|                                   
|                                    |                                     
|                                    |                                     
|                                    | By       “DK
      Brook Jr.”       
|                                    | D.K. Brook Jr. , President          
|                                   
|                                   
|                                    | ENTOURAGE USA INC., A WHOLLY OWNED  
|SUBSIDIARY OF ENTOURAGE MINING LTD.
|                                   
|                                   
|                                    | By        “Gregory F.
      Kennedy”
|                                    | President                           
|                                   
|                                   
|STATE OF                            | )                                   
|                                    | ss.                                 
|COUNTY OF                           | )                                   

This mining Lease and Option to Purchase Agreement was acknowledged before me on June 16, 2004, by Gregory F. Kennedy as President of Entourage USA Inc., a wholly owned subsidiary of Entourage Mining Ltd.

| | Christopher D. Farber
| | ---------------------

15

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|                                                                                                                                                                                              | Notary Public               
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------
|                                                                                                                                                                                              | City of Vancouver           
|                                                                                                                                                                                              | Province of British Columbia
|                                                                                                                                                                                              | NOTARIAL SEAL               
|                                                                                                                                                                                             
|STATE OF NEVADA,                                                                                                                                                                              | )                           
|                                                                                                                                                                                              | ss.                         
|COUNTY OF WASHOE                                                                                                                                                                              | )                           
|                                                                                                                                                                                             
|This Mining Lease and Option to Purchase Agreement was acknowledged
      before me on 6-22-04, 2005, by Doyle Kenneth Brook, Jr., as President of
      Goodsprings Development Corporation.
|                                                                                                                                                                                             
|                                                                                                                                                                                              | “David Gifford”             
|                                                                                                                                                                                              | Notary Public               
|                                                                                                                                                                                              | NOTARIAL SEAL               

16

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Exhibit A
  Description of Property

|A. | Patented Mining Claims                                                                                                             |                   |                 
|-- | ---------------------------------------------------------------------------------------------------------------------------------- | ----------------- | ----------------
|   |                                                                                                                                   
|   | Black Warrior patented claim USMS 40 and Sunrise USMS 41 in
      Section 3.1, T. 1 S., R. 39 E., MDB&M, Esmeralda County, Nevada.
|   |                                                                                                                                    |                  
|   | APN 000-006-14                                                                                                                     |                   |                 
|  
|B. | Unpatented Mining Claims:                                                                                                          |                  
|   |                                                                                                                                    |                   |                 
|   | Claim Name:                                                                                                                        | BLM NMC Nos.      | Esmeralda County
|   |                                                                                                                                    |                   | Book / Page     
|   | BW1 to BW5                                                                                                                         | 773255-58, 789771 |                 
|   | BWX1 to BWX4                                                                                                                       | 801552-555        |                 

17

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EXHIBIT B

Recorded at the request of and when recorded return to:

Entourage Mining Ltd
  212 525 Seymour St.
  Vancouver, B.C. V6B3H7
  Canada

Quitclaim Deed With Reservation of Royalty

This Quitclaim Deed
  With Reservation of Royalty ("Deed") is made by and between Goodsprings Development
  Corporation, a Nevada corporation ("GDC"), as Grantor, and Entourage USA Inc.,
  a wholly owned subsidiary of Entourage Mining Ltd. a corporation organized under
  the laws of the Province of British Columbia ("Grantee").

Recitals

A.       Grantor and Grantee are parties
  to the Mining Sublease and Option to Purchase Agreement dated effective June
  1, 2004 (the "Agreement"), concerning the patented and unpatented lode mining
  claims situated in Esmeralda County, Nevada, more particularly described in
  Exhibit 1 attached to and by this reference incorporated in this Deed (collectively
  the "Royalty Property"), in accordance with which Grantor agreed to sell to
  Grantee all of Grantor's right, title and interest in and to the Royalty Property,
  subject to Grantor's reservation to Grantor of the production royalty (the "Royalty")
  described in this Deed.

B.       Grantor and Grantee have closed the purchase and sale of the Royalty Property in accordance with the Agreement.

In consideration of the parties' rights and obligations under the Agreement, the parties agree as follows:

1. Quitclaim.
  Grantor quitclaims to Grantee, and its assigns and successors forever, all of
  Grantor's right, title and interest in the Royalty Property, except and subject
  to Grantor's reserved Royalty and the parties' rights and obligations under
  this Deed.

2. Royalty. Grantor grants, reserves and retains to itself, and Grantor's assigns and successors forever, and Grantee agrees and covenants to pay to Grantor, and Grantor's assigns

18

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and successors, a production royalty equal to three percent
  (3%) of the Net Smelter Returns; as calculated and determined in accordance
  with Exhibit 2 attached to and by this reference incorporated in this Deed.
  Grantee shall have the option to purchase one third of the Royalty representing
  one percent (1%) of the Net Smelter Returns for one million dollars ($1,000,000.00)
  . Grantee may exercise the option to purchase the Royalty within ninety (90)
  days following the commencement of production of minerals from the Property.
  If Grantee elects to exercise its option to purchase a part of the Royalty,
  it shall deliver written notice to Grantor. The parties shall close Grantee's
  exercise of its option to purchase the Royalty within thirty (30) days following
  Grantee' s delivery of its notice at which time Grantee shall pay the purchase
  price for the part of the Royalty purchased and Grantor shall execute and deliver
  an assignment of the part of the Royalty which Grantee purchases. If Grantee
  does not timely and properly exercise its option to purchase part of the Royalty,
  Grantee shall be deemed to have irrevocably released and waived its option to
  purchase part of the Royalty.

2.1
  Burden on Royalty Property. The Royalty shall burden and run with the Royalty
  Property, including any amendments, conversions to a lease or other form of
  tenure, relocations or patent of all or any of the unpatented mining claims
  which comprise all or part of the Royalty Property. On amendment, conversion
  to a lease or other form of tenure, relocation or patenting of any of the unpatented
  mining claims which comprise all or part of the Royalty Property, Grantee agrees
  and covenants to execute, deliver and record in the office of the recorder in
  which all or any part of the Royalty Property is situated an instrument by which
  Grantee grants to Grantor the Royalty and subjects the amended, converted or
  relocated unpatented mining claims and the patented claims, as applicable, to
  all of the burdens, conditions, obligations and terms of this Deed.

2.2
  Payment of Royalty. Grantee shall calculate and pay the Royalty monthly
  in accordance with the provisions of Exhibit 2.

If
  Grantee does not timely pay the Royalty, Grantor may give written notice to
  Grantee that Grantee is in default of its obligations under this Deed, and unless
  within five (5) business days following receipt by Grantee of such notice Grantor
  receives the delinquent Royalty payment, then Grantee shall pay interest on
  the delinquent payment at the rate often percent (10%) per annum which shall
  accrue from the day the delinquent Royalty payment was due to the date of payment
  of the Royalty and accrued interest. Grantee shall pay all of Grantor's attorney's
  fees and all other costs incurred by Grantor to collect the delinquent Royalty
  payment.

2.3
  Production Records. Grantee shall keep true and accurate accounts, books
  and records of all of its activities, operations and production of minerals
  on the Royalty Property.

3.           Commingling.
  Grantee shall have the right to commingle minerals from the Royalty Property
  with minerals mined from other properties. Not less than sixty (60) days before
  commencement of commingling, Grantee shall notify Grantor and shall deliver
  to Grantor Grantee's proposed commingling plan for Grantor's review. Before
  Grantee commingles any minerals produced from the Royalty Property with minerals
  from other properties, the minerals produced from the Royalty Property and other
  properties shall be measured and sampled in

19

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accordance with sound mining and metallurgical practices for
  metal, commercial minerals and other appropriate content. Grantee shall keep
  detailed accounts and records which show measures, assays of metal, commercial
  minerals, and other appropriate content and penalty substances, and gross metal
  content of the minerals. From this information, Grantee shall determine the
  amount of the Royalty due and payable to Grantor for minerals produced from
  the Royalty Property commingled with minerals from other properties.

4.           Reports.
  Not later than February I and August 1 of each year, Grantee shall deliver to
  Grantor a comprehensive report of all exploration, development and mining activities
  and operations conducted by Grantee on or relating to the Property during the
  preceding six (6) months. Such semiannual report shall include estimates of
  proposed expenditures upon, anticipated production from, and estimated remaining
  ore reserves on the Royalty Property for the succeeding year. Grantee shall
  provide Grantor reasonable access to all data and information generated regarding
  the Royalty Property.

5.           Inspections.
  Grantor, or its authorized agents or representatives, may enter upon all surface
  and subsurface portions of the Royalty Property for the purpose of inspecting
  the Royalty Property and all improvements and operations on the Royalty Property,
  as well as inspecting and copying all accounts and records, including without
  limitation such accounts and records which are maintained electronically, pertaining
  to all activities and operations on or relating to the Royalty Property, the
  improvements or operations.

6.           Compliance
  with Laws, Reclamation, Environmental Obligations and Indemnities.

6.1
  Compliance with Laws. Grantee shall at all times comply with all applicable
  federal, state and local laws, regulations and ordinances relating to Grantee's
  activities and operations on or relating to the Royalty Property.

6.2
  Reclamation, Environmental Obligations and Indemnities. Grantee shall perform
  all reclamation required under federal, state and local laws, regulations and
  ordinances relating to Grantee's activities or operations on or relating to
  the Royalty Property. Grantee shall defend, indemnify and hold harmless Grantor
  from and against any and all actions, claims, costs, damages, expenses (including
  attorney's fees and legal costs), liabilities and responsibilities arising from
  or relating to Grantee's activities or operations on or relating to the Royalty
  Property, including those under laws, regulations and ordinances intended to
  protect or preserve the environment or to reclaim the Royalty Property. Grantee'
  s obligations under this Section shall survive the abandonment, surrender or
  transfer of the Royalty Property.

7.           Tailings
  and Residues. All tailings, residues, waste rock, spoiled leach materials
  and other materials (collectively "Materials") resulting from Grantee's operations
  and activities on the Royalty Property shall be Grantee's sole property, but
  shall remain subject to the Royalty if they are processed or reprocessed and
  Grantee receives revenues from such processing or reprocessing. If Materials
  are processed or reprocessed, the Royalty payable shall be determined by using
  the best engineering, metallurgical and technical practices and standards then
  available.

20

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8.           Title
  Maintenance.

8.1
  Title Maintenance and Taxes. Grantee shall maintain title to the Royalty
  Property, including without limitation, paying when due all taxes on or with
  respect to the Royalty Property and doing all things and making all payments
  necessary or appropriate to maintain the right, title and interest of Grantee
  and Grantor, respectively, in the Royalty Property and under this Deed.

8.2
  Assessment Work. Grantee shall perform all required assessment work on,
  pay all mining claim maintenance fees and make such filings and recordings as
  are necessary to maintain title to the Royalty Property in accordance with applicable
  federal and state laws and regulations.

8.3
  Abandonment. If Grantee intends to abandon or surrender any of the Royalty
  Property (the "Abandonment Property"), Grantee shall first give notice of such
  intention to Grantor at least ninety (90) days in advance of the proposed date
  of abandonment or surrender. At any time before the date of Grantee's proposed
  abandonment or surrender of the Royalty Property Grantor may deliver notice
  to Grantee that Grantor desires Grantee to convey the Abandonment Property to
  Grantor. In such case, Grantee shall convey the Abandonment Property to Grantor
  free and clear of any claims, encumbrances or liens created by, through or under
  Grantee. If Grantor does not timely request reconveyance of the Abandonment
  Property, Grantor's right to do so shall be irrevocably terminated.

9.           General
  Provisions.

9.1
  Conflict. If a conflict arises between the provisions of this Deed and the
  provisions of the Agreement, the provisions of the Agreement shall prevail.

9.2
  Entire Agreement. This Deed and the Agreement constitute the entire agreement
  between the parties.

9.3
  Additional Documents. The parties shall from time to time execute all such
  further instruments and documents and do all such further actions as may be
  necessary to effectuate the purposes of this Deed.

9.4
  Binding Effect. All of the covenants, conditions, and terms of this Deed
  shall bind and inure to the benefit of the parties and their successors and
  assigns.

9.5
  No Partnership. Nothing in this Deed shall be construed to create, expressly
  or by implication, a joint venture, mining partnership or other partnership
  relationship between the parties.

9.6
  Governing Law. This Deed is to be governed by and construed under the laws
  of the State of Nevada.

21

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9.7
  Time of Essence. Time is of the essence in this Deed.

9.8
  Notices. Any notices required or authorized to be given by this Deed shall
  be in writing and shall be sent either by commercial courier, facsimile, or
  by certified U.S. mail, postage prepaid and return receipt requested, addressed
  to the proper party at the address stated below or such address as the party
  shall have designated to the other parties in accordance with this Section.
  Such notice shall be effective on the date of receipt by the addressee party,
  except that any facsimiles received after 5:00 p.m. of the addressee's local
  time shall be deemed delivered the next day.

|If to Grantor: |                                                                             
|-------------- | ----------------------------------------------------------------------------
|              
|               | Goodsprings Development Corporation                                         
|               | C/O D. K. Brook Jr.                                                         
|               | 2305 Pleasure Dr.                                                           
|               | Reno, Nevada 89509                                                          
|              
|              
|If to Grantee: |                                                                             
|              
|               | Entourage USA Inc., a wholly owned subsidiary of Entourage
      Mining Ltd.
|               | 212 525 Seymour St                                                          
|               | Vancouver, B.C. V6B3H7                                                      
|               | Canada                                                                      

This Deed is effective _______________________________________ , regardless
  of the date on which the parties execute this Deed.

Goodsprings Development Corporation

|By                                                                           | 
|---------------------------------------------------------------------------- | 
|D. Kenneth Brook Jr., President                                             
|                                                                            
|Entourage USA Inc., a wholly owned subsidiary of Entourage
      Mining Ltd.
|                                                                            
|                                                                             | 
|By        “Gregory F.
      Kennedy”                                         | 
|Title: President, Gregory F. Kennedy                                        

22

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|STATE OF NEVADA  | )  
|---------------- | ---
|                 | ss.
|COUNTY OF WASHOE | )  

This Quitclaim Deed With Reservation of Royalty was acknowledged
  before me on _________________________________ , by D. K. Brook Jr. as President
  of Goodsprings Development Corporation.

| |              
| | -------------
| | Notary Public

|STATE OF  | )  
|--------- | ---
|          | ss.
|COUNTY OF | )  

This Quitclaim Deed With Reservation of Royalty was acknowledged
  before me on June 16, 2004, by Gregory F. Kennedy as President of Entourage
  USA Inc., a wholly owned subsidiary of Entourage Mining Ltd.

| | “Christopher D. Farber”
| | -----------------------
| |                        
| |                        
| |                        
| |                        

23

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Exhibit 1
  Description of Property

|B. | Patented Mining Claims                                                                                                                   |                   
|-- | ---------------------------------------------------------------------------------------------------------------------------------------- | ------------------
|   |                                                                                                                                         
|   | Black Warrior patented claim USMS 40 and Sunrise
      USMS 41 in Section 3.1, T. 1 S., R. 39 E., MDB&M, Esmeralda County,
      Nevada.
|   |                                                                                                                                         
|   | APN 000-006-14                                                                                                                           |                   
|  
|B. | Unpatented Mining Claims:                                                                                                                |                   
|   |                                                                                                                                          |                   
|   | Claim Name:                                                                                                                              | BLM Serial #      
|  
|   | BW1 to BW5                                                                                                                               | 773255 -58, 789771
|   | BWX1 to BWX4                                                                                                                             | 801552 - 555      

24

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Exhibit 2
  Net Smelter Returns

|Payor:     | Entourage USA Inc., a wholly owned subsidiary of Entourage
      Mining Ltd.
|---------- | ----------------------------------------------------------------------------
|           |                                                                             
|Recipient: | Goodsprings Development Corporation                                         

1.           Definitions.
  The terms defined in the instrument to which this Exhibit is attached and made
  part of shall have the same meanings in this Exhibit. The following definitions
  shall apply to this Exhibit.

1.1
  "Gold Production" means the quantity of refined gold outturned to Payor's account
  by an independent third party refinery for gold produced from the Property during
  the month on either a provisional or final settlement basis.

1.2
  "Gross Value" shall be determined on a month basis and have the following meanings
  with respect to the following Minerals:

1.2.1
  Gold

(a)
  If Payor sells gold concentrates, dore or ore, then Gross Value shall be the
  value of the gold contained in the gold concentrates, dore and ore determined
  by utilizing: (1) the mine weights and assays for such gold concentrates, dore
  and ore; (2) a reasonable recovery rate for the refined gold recoverable from
  such gold concentrates, dore and ore (which shall be adjusted annually to reflect
  the actual recovery rate of refined metal from such gold concentrates, dore
  and ore); and (3) the Monthly Average Gold Price for the month in which the
  gold concentrates, dore and ore were sold.

(b)
  If Payor produces refined gold (meeting the specifications of the London Bullion
  Market Association, and if the London Bullion Market Association no longer prescribes
  specifications, the specifications of such other association generally accepted
  and recognized in the mining industry) from Minerals, and if Section 1.2.1(a)
  above is not applicable, then for purposes of determining Gross Value, the refined
  gold shall be deemed to have been sold at the Monthly Average Gold Price for
  the month in which it was refined. The Gross Value shall be determined by multiplying
  Gold Production during the month by the Monthly Average Gold Price.

1.2.2
  Silver.

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(a)
  If Payor sells silver concentrates, dore or ore, then Gross Value shall be the
  value of the silver contained in the silver concentrates, dore and ore determined
  by utilizing: (1) the mine weights and assays for such silver concentrates,
  dore and ore; (2) a reasonable recovery rate for the refined silver recoverable
  from such silver concentrates, dore and ore (which shall be adjusted annually
  to reflect the actual recovery rate of refined metal from such silver concentrates,
  dore and ore); and (3) the Monthly Average Silver Price for the month in which
  the silver concentrates, dore and ore were sold.

(b)
  If Payor produces refined silver (meeting the specifications for refined silver
  subject to the New York Silver Price published by Handy & Harmon, and if
  Handy & Harmon no longer publishes such specifications, the specifications
  of such other association or entity generally accepted and recognized in the
  mining industry) from Minerals, and if Section 1.2.2( a) above is not applicable,
  the refined silver shall be deemed to have been sold at the Monthly Average
  Silver Price for the month in which it was refined. The Gross Value shall be
  determined by multiplying Silver Production during the month by the Monthly
  Average Silver Price.

1.2.3
  All Other Minerals.

(a)
  If Payor sells any concentrates, dore or ore of Minerals other than gold or
  silver, then Gross Value shall be the value of such Minerals determined by utilizing:
  (1) the mine weights and assays for such Minerals; (2) a reasonable recovery
  rate for the Minerals (which shall be adjusted annually to reflect the actual
  recovery rate of recovered or refined metal or product from such Minerals);
  and (3) the monthly average price for the Minerals or product of the Minerals
  for the month in which the concentrates, dore or ore was sold. The monthly average
  price shall be determined by reference to the market for such Minerals or product
  which is recognized in the mining industry as authoritative and reflective of
  the market for such Minerals or product.

(b)
  If Payor produces refined or processed metals from Minerals other than refined
  gold or refined silver, and if Section 1.2.3(a) above is not applicable, then
  Gross Value shall be equal to the amount of the proceeds received by Payor during
  the month from the sale of such refined or processed metals. Payor shall have
  the right to sell such refined or processed metals to an affiliated party, provided
  that such sales shall be considered, solely for purposes of determining Gross
  Value, to have been sold at prices and on terms no less favorable than those
  that would be obtained from an unaffiliated third party in similar quantities
  and under similar circumstances.

1.3
  "Minerals" means gold, silver, platinum, antimony, mercury, copper, lead, zinc,
  and all other mineral elements and mineral compounds, and geothermal resources,
  which are contemplated to exist on the Property or which are after the Effective
  Date discovered on the Property and which can be extracted, mined or processed
  by any method presently known or developed or invented after the Effective Date.

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1.4
  "Monthly Average Gold Price" means the average London Bullion Market Association
  Afternoon Gold Fix, calculated by dividing the sum of all such prices reported
  for the month by the number of days for which such prices were reported during
  that month. If the London Bullion Market Association Afternoon Gold Fix ceases
  to be published, all such references shall be replaced with references to prices
  of gold for immediate sale in another established marked selected by Payor,
  as such prices are published in Metals Week magazine, and if Metals Week magazine
  no longer publishes such prices, the prices of such other association or entity
  generally accepted and recognized in the mining industry.

1.5
  "Monthly Average Silver Price" means the average New York Silver Price as published
  daily by Handy & Harmon, calculated by dividing the sum of all such prices
  reported for the month by the number of days in such month for which such prices
  were reported. If the Handy & Harmon quotations cease to be published, all
  such references shall be replaced with references to prices of silver for immediate
  sale in another established market selected by Payor as published in Metals
  Week magazine, and if Metals Week magazine no longer publishes such prices,
  the prices of such other association or entity generally accepted and recognized
  in the mining industry.

1.6
  "Net Smelter Returns" means the Gross Value of all Minerals, less the following
  costs, charges and expenses paid or incurred by Payor with respect to the refining
  and smelting of such Minerals:

1.6.1
  Charges for smelting and refining (including sampling, assaying and penalty
  charges), but not any charges or costs of agglomeration, beneficiation, crushing,
  extraction, milling, mining or other processing; and

1.6.2
  Actual costs of transportation (including freight, insurance, security, transaction
  taxes, handling, port, demurrage, delay and forwarding expenses incurred by
  reason of or in the course of such transportation) of concentrates or dore metal
  from the Property to the smelter or refinery, but not any charges or costs of
  transportation of Minerals or ores from any mine on the Property to an autoclave,
  concentrator, crusher, heap or other leach process, mill or plant which is not
  a smelter or refinery.

1.7
  "Property" means the real property described in the instrument to which these
  Net Smelter Returns provisions are attached and made a part.

1.8
  "Silver Production" means the quantity of refined silver outturned to Payor's
  account by an independent third-party refinery for silver produced from the
  Property during the month on either a provisional or final settlement basis.

2.           Payment
  Procedures.

2.1
  Accrual of Obligation. Payor's obligation to pay the royalty shall accrue
  and become due and payable upon the sale or shipment from the Property of unrefined
  metals, dore metal, concentrates, ores or other Minerals or Minerals products
  or, if refined metals are produced, upon the outturn of refined metals meeting
  the requirements of the specified published price to Payor's account.

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2.2
  Futures or Forward Sales, Etc.. Except as provided in Sections 1.2.1( a),
  1.2.2(a) and 1.2.3 (a) (regarding sales of unprocessed gold and silver and sales
  of Minerals other than gold and silver), Gross Value shall be determined irrespective
  of any actual arrangements for the sale or other disposition of Minerals by
  Payor, specifically including but not limited to forward sales, futures trading
  or commodities options trading, and any other price hedging, price protection,
  and speculative arrangements that may involve the possible delivery of gold,
  silver or other metals produced from Minerals.

2.3
  Monthly Calculations and Payments. Net Smelter Returns royalties shall be
  determined on a monthly basis. Payor shall pay Payor each monthly royalty payment
  on or before the last business day of the month immediately following the month
  in which the royalty payment obligation accrued. Payor acknowledges that late
  payment by Payor to Recipient of royalty payments will cause Recipient to incur
  costs, the exact amount of which will be difficult to ascertain. Accordingly,
  if any amount due and payable by Payor is not received by Recipient within ten
  (10) days after such amount is due, then Payor shall pay to Recipient a late
  charge equal to ten percent (10%) of such overdue amount. Recipient's acceptance
  of such late charge shall not constitute a waiver of Payor' default with respect
  to such overdue amount, nor prevent Recipient from exercising any of Recipient's
  other rights and remedies. If any amount payable by Payor remains delinquent
  for a period in excess of thirty (30) days, Payor shall pay to Recipient, in
  addition to the late payment, interest from and after the due date at the statutory
  interest rate.

2.4
  Statements. At the time of payment of the royalty, Payor shall accompany
  such payment with a statement which shows in detail the quantities and grades
  of refined gold, silver or other metals or dore, concentrates or ores produced
  and sold or deemed sold by Payor in the preceding month; the Monthly Average
  Gold Price and Monthly Average Silver Price, as applicable; costs and other
  deductions, and other pertinent information in detail to explain the calculation
  of the payment with respect to such month. Payment shall be made to the address
  provided in the agreement or instrument to which this Exhibit is attached for
  purposes of notices or by wire transfer to an account which Recipient designates.

2.5
  Inventories and Stockpiles. Payor shall include in all monthly statements
  a description of the quantity and quality of any gold or silver dore that has
  been retained as inventory for more than ninety (90) days. Recipient shall have
  thirty (30) days after receipt of the statement to either: (a) elect that the
  dore be deemed sold, with Gross Value to be determined as provided in Sections
  1.2.1 (b), with respect to gold, and 1.2.2(b), with respect to silver, as of
  such thirtieth (30th) day utilizing the mine weights and assays for such dore
  and utilizing a reasonable recovery rate for refined metal and reasonable deemed
  charges for all deductions which Payor is authorized to take, or (b) elect to
  wait until such time as the royalty payment otherwise would become payable pursuant
  to Sections 1.2.1(b) and 1.2.2(b) . The Payor's failure to respond within such
  time shall be deemed to be an election to use the methods described in Sections
  1.2.1(b) and 1.2.2(b) .

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2.6
  Audit. Upon reasonable notice and at a reasonable time, the Recipient shall
  have the right to audit and examine the Payor's accounts and records relating
  to the calculation of the Net Smelter Returns royalty payments. If such audit
  determines that there has been a deficiency or an excess in the payment made
  to Recipient, such deficiency or excess shall be resolved by adjusting the next
  monthly royalty payment due Recipient. Recipient shall pay all costs of such
  audit unless a deficiency of three percent (3 %) or more of the royalty payment
  due for the calendar month in question is determined to exist. All books and
  records used by Payor to calculate the royalty payments shall be kept in accordance
  with generally accepted accounting principles applicable to the mining industry.

3.Sampling
  and Commingling. Payor shall have the right to commingle Minerals and ores
  from the Property and materials from other properties, provided, that Payor
  first informs Recipient, in writing, of Payor' s intention to commingle and
  delivers to Recipient a detailed written description of Payor's commingling
  plan. Recipient shall have ninety (90) days during which to review, comment
  on and approve Payor's proposed commingling plan. In any and all events, all
  Minerals and ores shall be measured and sampled by Payor in accordance with
  sound mining and metallurgical practices for metal and mineral content before
  commingling of any such Minerals or ores with materials from any other property.
  Representative samples of materials from the Property intended to be commingled
  shall be retained by Payor, and assays of these samples shall be made before
  commingling to determine the metal content of each ore. Detailed records shall
  be kept by Recipient showing measurements, assays of metal content and gross
  metal content of the materials from the Property are commingled.

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Assessor’s Parcel No. 000-- 006 - 14

Recorded at the request of
  and when recorded return to:

Goodsprings Development Corp.
  2305 Pleasure Dr.
  Reno, Nevada 89509

______________________________________________________________________________

Memorandum of Mining Lease and Option to Purchase Agreement

This Memorandum
  of Mining Lease and option to Purchase Agreement “Memorandum”) is
  made and entered into by and between Goodsprings Development Corp. (“Owner”),
  and Entourage USA Inc., a wholly owned subsidiary of Entourage Mining Ltd. (“Lessee”).

Notice is given
  that Owner and Lessee have entered into the Mining Lease and Option to Purchase
  Agreement dated effective June 1, 2004, in accordance with which Owner has leased
  Lessee the patented and unpatented mining claims situated in T. 1 S., R. 39
  E., MDB&M, Esmeralda County, Nevada, more particularly described in Exhibit
  A attached to and by this reference incorporated in this Memorandum. Owner has
  also granted to Lessee the option to purchase the property subject to this Agreement.

For the purposes
  of this Agreement and this Memorandum, the parties addresses are:

|If to Owner:        |  | Goodsprings Development Corp.                   
|------------------- |  | ------------------------------------------------
|                    |  | C/O Ken Brook                                   
|                    |  | 2305 Pleasure Dr.                               
|                    |  | Reno, Nevada, 89509                             
|                   
|If to Lessee:       |  | Entourage USA Inc., a wholly owned subsidiary of
|                    |  | Entourage Mining Ltd.                           
|                    |  | C/O Greg Kennedy                                
|                    |  | 212 525 Seymour St.                             
|                    |  | Vancouver, B.C. V6B3H7                          
|                    |  | Canada                                          
|                   
|                   
|Dated June 16, 2004 |  |                                                 
|                    |  |                                                 
|                    |  |                                                 
|                    |  |                                                 
|                   
|                    |  |                                                 
|                    |  |                                                 

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|STATE OF NEVADA,                                                                                                                                                                                                                           | )                            | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------- | 
|                                                                                                                                                                                                                                           | ss.                          | 
|COUNTY OF WASHOE                                                                                                                                                                                                                           | )                            | 
|                                                                                                                                                                                                                                          
|This Memorandum of Mining Lease and Option to Purchase Agreement was acknowledged
        before me on June 16, 2004, by Gregory F. Kennedy as President of Entourage
        USA Inc., a wholly owned subsidiary of Entourage Mining Ltd.
|                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                           | “Christopher D. Farber”      | 
|                                                                                                                                                                                                                                           | Notary Public                | 
|                                                                                                                                                                                                                                           | City of Vancouver           
|                                                                                                                                                                                                                                           | Province of British Columbia
|                                                                                                                                                                                                                                           | NOTARIAL SEAL               
|                                                                                                                                                                                                                                          
|STATE OF NEVADA,                                                                                                                                                                                                                           | )                            | 
|                                                                                                                                                                                                                                           | ss.                          | 
|COUNTY OF                                                                                                                                                                                                                                  | )                            | 

This Memorandum of Mining Lease and Option to purchase Agreement was acknowledged
  before me on _____________________ , 20____, by D. K. Brook Jr., as President
  of Goodsprings Development Corp..

| |               | 
| | ------------- | 
| | Notary Public | 

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Exhibit A
  Description of Property

|C. | Patented Mining Claims                                                                                                             |                   
|-- | ---------------------------------------------------------------------------------------------------------------------------------- | ------------------
|   |                                                                                                                                   
|   | Black Warrior patented claim USMS 40 and Sunrise USMS 41 in
      Section 3.1, T. 1 S., R. 39 E., MDB&M, Esmeralda County, Nevada.
|   |                                                                                                                                   
|   | APN 000-006-14                                                                                                                     |                   
|  
|B. | Unpatented Mining Claims:                                                                                                          |                   
|   |                                                                                                                                    |                   
|   | Claim Name:                                                                                                                        | BLM Serial #      
|  
|   | BW1 to BW5                                                                                                                         | 773255 -58, 789771
|   | BWX1 to BWX4                                                                                                                       | 801552 - 555      

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