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Exhibit 10.5

GENERAL SECURITY AGREEMENT

|1. | SECURITY INTEREST
|-- | -----------------

(a)      For value received, the
undersigned ("Debtor") hereby grants to TIM COUPLAND
("Lender") a security interest, mortgage and charge (hereinafter
collectively referred to as the "Security Interest") as hereinafter
provided:

(i)      a security interest in the
undertaking of Debtor and all of Debtor's present and after acquired personal
property including, without limitation, all Goods (including all parts,
accessories, attachments, special tools, additions and accessions thereto),
Chattel Paper, Documents of Title (whether negotiable or not), Instruments,
Intangibles, Money and Securities now owned or hereafter owned or acquired by or
on behalf of Debtor (including such as may be returned to or repossessed by
Debtor) and including, without limitation, all of the following now owned or
hereafter owned or acquired by or on behalf of Debtor:

| | (A) | all Inventory of whatever kind and wherever
      situate;                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (B) | all equipment (other than Inventory) of
      whatever kind and wherever situate, including, without limitation, all
      machinery, tools, apparatus, plant, furniture, fixtures and vehicles of
      whatsoever nature or kind;                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (C) | all Accounts and book debts and generally all
      debts, dues, claims, choses in action and demands of every nature and kind
      howsoever arising or secured and whether arising in connection with an
      interest in real or personal property or otherwise, including letters of
      credit and advices of credit, which are now due, owing or accruing or
      growing due to or owned by or which may hereafter become due, owing or
      accruing or growing due to or owned by Debtor ("Debts");                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (D) | all deeds, documents, writings, papers, books
      of account and other books relating to or being records of Debts, Chattel
      Paper or Documents of Title or by which such are or may hereafter be
      secured, evidenced, acknowledged or made payable;                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (E) | all contractual rights and insurance claims;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (F) | all patents, industrial designs, trade-marks,
      trade secrets and know-how including without limitation environmental
      technology and biotechnology, confidential information, trade-names,
      goodwill, copyrights, personality rights, plant breeders' rights,
      integrated circuit topographies, software and all other forms of
      intellectual and industrial property, and any registrations and
      applications for registration of any of the foregoing (collectively
      "Intellectual Property"); and
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (G) | all lists, records and files relating to
      debtors, customers, clients and patients;                                                                                                                                                                                                                                                                                                                                                                                                                                               

| | (ii) | a mortgage and charge as and by way of a floating charge, in all of
      Debtor's present and after acquired interest in property, assets and
      undertaking not secured in (i) above, including all real, immoveable and
      leaseholds property and all easements, rights-of-way, privileges,
      benefits, licences, improvements and rights whether connected therewith or
      appurtenant thereto or separately owned or held,
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |       | including without limitation, all structures, plant and other fixtures
      now owned or hereafter owned or acquired by or on behalf of Debtor
      (hereinafter collectively referred to as "Real Property"); and                                                                                                                                                  
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                       
| | (iii) | a security interest in all property described in Schedule "c" or any
      replacement or additional Schedule "c" now or hereafter annexed hereto;
      and a security interest in all proceeds and renewals thereof, accretions
      thereto and substitution therefor, all of the foregoing being hereinafter
      collectively referred to as the "Collateral" .

(b)      The
Security Interest granted hereby shall not extend or apply to and Collateral
shall not include the last day of the term of any lease or agreement therefor
but upon the enforcement of the Security Interest Debtor shall stand possessed
of such last day in trust to assign the same to any person acquiring such term.

(c)      The
terms "Goods", "Chattel Paper", "Document of Title",
"Instrument", "Intangible", "Security", "proceeds",
"Inventory", "equipment", "accession", "Money",
"Account", "financing statement" and "financing change statement"
whenever used herein shall be interpreted pursuant to their respective meanings
when used in the Personal Property Security Act(Alberta), which Act,
including amendments thereto and any Act substituted therefor and amendments
thereto is herein referred to as the "P.P.S.A.". Provided always that the term
"Goods" when used herein shall not include "consumer goods" of
Debtor as that term is defined in the P.P.S.A. and the term "Inventory" when
used herein shall include livestock and the young thereof after conception and
crops that become such during the term of this Security Agreement. Any reference
herein to "Collateral" shall, unless the context otherwise requires, be deemed a
reference to "collateral or any part thereof'.

|2. | INDEBTEDNESS SECURED
|-- | --------------------

The Security Interest granted
hereby secures payment and performance of any and all obligation, indebtedness
and liability of Debtor to Lender (including interest thereon) present or
future, direct or indirect, absolute or contingent, matured or not, extended or
renewed, wheresoever and howsoever incurred and any ultimate unpaid balance
thereof and whether the same is from time to time reduced and thereafter
increased or entirely extinguished and thereafter incurred again and whether
Debtor be bound alone or with another or others and whether as principal or
surety (hereinafter collectively called the "Indebtedness"). If the Security
Interest in the Collateral is not sufficient, in the event of default, to
satisfy all Indebtedness of Debtor, Debtor acknowledges and agrees that Debtor
shall continue to be liable for any Indebtedness remaining outstanding and
Lender shall be entitled to pursue full payment thereof.

|3. | REPRESENTATIONS AND WARRANTIES OF DEBTOR
|-- | ----------------------------------------

Debtor represents and warrants
and so long as this Security Agreement remains in effect shall be deemed to
continuously represent and warrant that:

(a)     
the Collateral is owned by Debtor free of all security interests, mortgages,
lien claims, charges, licences, leases, infringements by third parties,
encumbrances or other adverse claim or interests (hereinafter collectively
called "Encumbrances"), save for the Security Interest and those Encumbrances
shown on Schedule "A" or hereafter approved in writing by Lender, prior to their
creation or assumption;

(b)      all Intellectual Property applications
and registrations are valid and in good standing and Debtor is the owner of the
applications and registrations;

(c)      each
Debt, Chattel Paper and Instrument constituting Collateral is enforceable in
accordance with its terms against the party obligated to pay the same (the
"Account Debtor"), and the

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amount represented by Debtor to Lender from time to time as
owing by each Account Debtor or by all Account Debtors will be the correct
amount actually and unconditionally owing by such Account Debtor or Account
Debtors, except for normal cash discounts where applicable, and no Account
Debtor will have any defence, set off, claim or counterclaim against Debtor
which can be asserted against Lender, whether in any proceeding to enforce
Collateral or otherwise;

(d)      the
locations specified in Schedule "B" as to business operations and records are
accurate and complete and with respect to Real Property and Goods (including
Inventory) constituting Collateral, the locations specified in Schedule "B" are
accurate and complete save for Goods in transit to such locations and Inventory
on lease or consignment; and all buildings, fixtures or Goods about to become
fixtures and all crops and all oil, gas or other minerals to be extracted and
all timber to be cut which forms part of the Collateral will be situate at one
of such locations;

(e)     
Debtor has disclosed to Lender all environmental and other matters which could
have a material effect on the financial condition or operations of Debtor; and

(f)      the
execution, delivery and performance of the obligations under this Security
Agreement and the creation of any security interest in or assignment hereunder
of Debtor's rights in the Collateral to Lender will not result in a breach of
any agreement to which Debtor is a party.

|4. | COVENANTS OF THE DEBTOR
|-- | -----------------------

So long as this Security
Agreement remains in effect Debtor covenants and agrees:

(a)      to
defend the Collateral against the claims and demands of all other parties
claiming the same or an interest therein; to diligently initiate and prosecute
legal action against all infringers of Debtor's rights in Intellectual Property;
to take all reasonable action to keep the Collateral free from all Encumbrances,
except for the Security Interest, licences which are compulsory under federal or
provincial legislation and those shown in Schedule "A" or hereafter approved in
writing by Lender, prior to their creation or assumption; and not to sell,
exchange, transfer, assign, lease, license or otherwise dispose of Collateral or
any interest therein without the prior written consent of Lender; provided
always that, until default, Debtor may, in the ordinary course of Debtor's
business, sell or lease Inventory and, subject to Clause 7 hereof, use Money
available to Debtor;

| | (b) | to notify Lender promptly of:
| | --- | -----------------------------

| | (i)   | any change in the information contained herein
      or III the Schedules hereto                                          
| | ----- | --------------------------------------------------------------------------------------------------------------------------
| |       | relating to Debtor, Debtor's business or
      Collateral;                                                                
| | (ii)  | the details of any significant acquisition of
      Collateral;                                                           
| | (iii) | the details of any claims or litigation
      affecting Debtor or Collateral;                                             
| | (iv)  | any loss or damage to Collateral;                                                                                         
| | (v)   | any default by any Account Debtor in payment or
      other performance of its obligations with respect to Collateral; and
| | (vi)  | the return to or repossession by Debtor of
      Collateral;                                                              

(c)      to
keep Collateral in good order, condition and repair and not to use Collateral in
violation of the provisions of this Security Agreement or any other agreement
relating to Collateral or any policy insuring Collateral or any applicable
statute, law, by-law, rule, regulation or ordinance; to keep all

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agreements, registrations and applications relating to
Intellectual Property and intellectual property used by Debtor in its business
in good standing and to renew all agreements and registrations as may be
necessary or desirable to protect Intellectual Property, unless otherwise agreed
in writing by Lender; to apply to register all existing and future copyrights,
trade-marks, patents, integrated circuit topographies and industrial designs
whenever it is commercially reasonable to do so;

(d)      to
do, execute, acknowledge and deliver such financing statements, financing change
statements and further assignments, transfers, caveats, mortgages, notices,
documents, acts, matters and things (including further schedules hereto) as may
be reasonably Requested by Lender of or with respect to Collateral in order to
give effect to these presents and to pay all costs for searches and filings in
connection therewith;

(e)      to
pay all taxes, rates, levies, assessments and other charges of every nature
which may be lawfully levied, assessed or imposed against or in respect of
Debtor or Collateral as and when the same become due and payable;

(f)      to
insure Collateral for such periods, in such amounts, on such terms and against
loss or damage by fire and such other risks as Lender shall reasonably direct
with loss payable to Lender and Debtor, as insureds, as their respective
interests may appear, and to pay all premiums therefor;

(g)      to
prevent Collateral, save Inventory sold or leased as permitted hereby, from
being or becoming an accession to other property not covered by this Security
Agreement;

(h)      to
carry on and conduct the business of Debtor in accordance with all applicable
laws, in a proper and efficient manner and so as to protect and preserve
Collateral and to keep, in accordance with generally accepted accounting
principles, consistently applied, proper books of account for Debtor's business
as well as accurate and complete records concerning Collateral, and mark any and
all such records and Collateral at Lender's request so as to indicate the
Security Interest; and

| | (i) | to deliver to Lender from time to time promptly upon request
| | --- | ------------------------------------------------------------
| |     |                                                             
| |     | (i)                                                         
| |     |                                                             
| |     | (ii)                                                        
| |     |                                                             
| |     | (iii)                                                       
| |     |                                                             
| |     | (iv)                                                        
| |     |                                                             
| |     | (v)                                                         

|5. | USE AND VERIFICATION OF COLLATERAL
|-- | ----------------------------------

Subject to compliance with
Debtor's covenants contained herein and Clause 7 hereof, Debtor may, until
default, possess, operate, collect, use and enjoy and deal with Collateral in
the ordinary course of Debtor's business in any manner not inconsistent with the
provisions hereof; provided always that Lender shall have the right at any time
and from time to time to verify compliance by Debtor with Debtor's obligations
under this Security Agreement (including through inquiries with governmental

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agencies) and the existence and state of the Collateral in any
manner Lender may consider appropriate and Debtor agrees to furnish all
assistance and information and to perform all such acts as Lender may reasonably
request in connection therewith and for such purpose to grant to Lender or its
agents access to all places where Collateral may be located and to all premises
occupied by Debtor.

|6. | SECURITIES
|-- | ----------

If Collateral at any time
includes Securities, Debtor authorizes Lender to transfer the same or any part
thereof into its own name or that of its nominee(s) so that Lender or its
nominee(s) may appear of record as the sole owner thereof; provided that, until
default, Lender shall deliver promptly to Debtor all notices or other
communications received by it or its nominee(s) as such registered owner and,
upon demand and receipt of payment of any necessary expenses thereof, shall
issue to Debtor or its order a proxy to vote and take all action with respect to
such Securities. After default, Debtor waives all rights to receive any notices
or communications received by Lender or its nominee(s) as such registered owner
and agrees that no proxy issued by Lender to Debtor or its order as aforesaid
shall thereafter be effective.

|7. | COLLECTION OF DEBTS
|-- | -------------------

Afterdefault under this
Security Agreement, Lender may notify all or any Account Debtors of the Security
Interest and may also direct such Account Debtors to make all payments on
Collateral to Lender. Debtor acknowledges that any payments on or other proceeds
of Collateral received by Debtor from Account Debtors, whether before or after
notification of this Security Interest to Account Debtors and whether before or
after default under this Security Agreement shall be received and held by Debtor
in trust for Lender and shall be turned over to Lender upon request.

|8. | INCOME FROM AND INTEREST ON COLLATERAL
|-- | --------------------------------------

(a)      Until
default, Debtor reserves the right to receive any Money constituting income from
or interest on Collateral and if Lender receives any such Money prior to
default, Lender shall either credit the same against the Indebtedness or pay the
same promptly to Debtor.

(b)**     Afterdefault, Debtor will not request or receive any Money constituting income
from or interest on Collateral and if Debtor receives any such Money without any
request by it, Debtor will pay the same promptly to Lender.

|9. | INCREASES, PROFITS, PAYMENTS OR DISTRIBUTIONS
|-- | ---------------------------------------------

| | (a) | Whether or not default has occurred, Debtor authorizes Lender:
| | --- | --------------------------------------------------------------

| | (i)  | to receive any increase in or profits on Collateral (other than Money)
      and to hold the same as part of collateral. Money so received shall be
      treated as income for the purposes of Clause 8 hereof and dealt with
      accordingly; and                         
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                               
| | (ii) | to receive any payment or distribution upon redemption or retirement
      or upon dissolution and liquidation of the issuer of Collateral; to
      surrender such Collateral in exchange therefor; and to hold any such
      payment or distribution as part of Collateral.

(b)      If
Debtor receives any such increase or profits (other than Money) or payments or
distributions, Debtor will deliver the same promptly to Lender to be held by
Lender as herein provided.

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|10. | DISPOSITION OF MONEY
|--- | --------------------

Subject to any applicable
requirements of the P.P.S.A. or other applicable law, all Money collected or
received by Lender pursuant to or in exercise of any right it possesses with
respect to Collateral shall be applied on account of Indebtedness in such manner
as Lender deems best or, at the option of Lender, may be held unappropriated in
a collateral account or released to Debtor, all without prejudice to the
liability of Debtor or the rights of Lender hereunder, and any surplus shall be
accounted for as required by law.

|11. | EVENTS OF DEFAULT
|--- | -----------------

The happening of any Event of
Default (as that term is defined in the Loan Agreement dated January 8, 2008
between Lender and Dynamic Gold Corp. (the "Loan Agreement")) shall
constitute a default hereunder and is herein referred to as a "default".

|12. | ACCELERA TION
|--- | -------------

In the event of default, Lender,
in its sole discretion, may declare all or any part of Indebtedness which is not
by its terms payable on demand to be immediately due and payable, without demand
or notice of any kind. The provisions of this clause are not intended in any way
to affect any rights of Lender with respect to any Indebtedness which may now or
hereafter be payable on demand.

|13. | REMEDIES
|--- | --------

(a)      Upon
default, Lender may appoint or reappoint by instrument in writing, any person or
persons, whether an officer or officers or an employee or employees of Lender or
not, to be a receiver or receivers (hereinafter called a "Receiver",
which term when used herein shall include a receiver and manager) of Collateral
(including any interest, income or profits therefrom) and may remove any
Receiver so appointed and appoint another in its stead. Any such Receiver shall,
so far as concerns responsibility for its acts, be deemed the agent of Debtor
and not Lender, and Lender shall not be in any way responsible for any
misconduct, negligence or nonfeasance on the part of any such Receiver, its
servants, agents or employees. Subject to the provisions of the instrument
appointing it, any such Receiver shall have power to take possession of
Collateral, to preserve Collateral or its value, to carry on or concur in
carrying on all or any part of the business of Debtor and to sell, lease,
license or otherwise dispose of or concur in selling, leasing, licensing or
otherwise disposing of Collateral. To facilitate the foregoing powers, any such
Receiver may, to the exclusion of all others, including Debtor, enter upon, use
and occupy all premises owned or occupied by Debtor constituting Collateral or
wherein Collateral may be situate, maintain Collateral upon such premises,
borrow money on a secured or unsecured basis and use Collateral directly in
carrying on Debtor's business or as security for loans or advances to enable the
Receiver to carry on Debtor's business or otherwise, as such Receiver shall, in
its discretion, determine. Except as may be otherwise directed by Lender, all
Money received from time to time by such Receiver in carrying out its
appointment shall be received in trust for and paid over to Lender. Every such
Receiver may, in the discretion of Lender, be vested with all or any of the
rights and powers of Lender.

(b)      Upon
default, Lender may, either directly or through its agents or nominees, exercise
any or all of the powers and rights given to a Receiver by virtue of the
foregoing sub-clause (a).

(c)      Lender
may take possession of, collect, demand, sue on, enforce, recover and receive
Collateral and give valid and binding receipts and discharges therefor and in
respect thereof and, upon default, Lender may sell, lease, license or otherwise
dispose of Collateral in such manner, at such time or times and place or places,
for such consideration and upon such terms and conditions as to Lender may seem
reasonable.

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(d)      In
addition to those rights granted herein and in any other agreement now or
hereafter in effect between Debtor and Lender and in addition to any other
rights Lender may have at law or in equity, Lender shall have, both before and
after default, all rights and remedies of a secured party under the P.P.S.A.
provided always, that Lender shall not be liable or accountable for any failure
to exercise its remedies, take possession of, collect, enforce, realize, sell,
lease, license or otherwise dispose of Collateral or to institute any
proceedings for such purposes. Furthermore, Lender shall have no obligation to
take any steps to preserve rights against prior parties to any Instrument or
Chattel Paper or prior encumbrances on any Real Property whether Collateral or
proceeds and whether or not in Lender's possession and shall not be liable or
accountable for failure to do so.

(e)      Debtor
acknowledges that Lender or any Receiver appointed by it may take possession of
Collateral wherever it may be located and by any method permitted by law and
Debtor agrees upon request from Lender or any such Receiver to assemble and
deliver possession of Collateral at such place or places as directed.

(f)      Debtor
agrees to be liable for and to pay all costs, charges and expenses incurred by
Lender or any Receiver or agent appointed by it, whether directly or for
services rendered (including solicitors costs on a solicitor and his own client
basis and auditors costs and other legal expenses and Receiver and agent
remuneration), in operating Debtor's accounts, preparing or enforcing this
Security Agreement, inspecting and determining the state of the Collateral,
taking and maintaining custody of, preserving, repairing, processing, preparing
for disposition and disposing of Collateral and in enforcing or collecting
Indebtedness and all such costs, charges and expenses, together with any amounts
owing as a result of any borrowing by Lender or any Receiver appointed by it, as
permitted hereby, shall be a first charge on the proceeds of realization,
collection or disposition of Collateral and shall be secured hereby.

(g)      Lender
will give Debtor such notice, if any, of the date, time and place of any public
sale or of the date after which any private disposition of Collateral is to be
made as may be required by the P.P.S.A. or other applicable law.

(h)      Upon
default and receiving written demand from Lender, Debtor shall take such further
action as may be necessary to evidence and effect an assignment or licensing of
Intellectual Property to whomsoever Lender directs, including to Lender. Debtor
appoints any officer or director of Lender upon default to be its attorney in
accordance with applicable legislation with full power of substitution and to do
on Debtor's behalf anything that is required to assign, license or transfer, and
to record any assignment, licence or transfer of the Collateral. This power of
attorney, which is coupled with an interest, is irrevocable until the release or
discharge of the Security Interest.

|14. | MISCELLANEOUS
|--- | -------------

(a)      Debtor
hereby authorizes Lender to file such financing statements, financing change
statements, caveats, mortgages, forms, security notices and other documents and
do such acts, matters and things (including completing and adding schedules
hereto identifying Collateral or any permitted Encumbrances affecting Collateral
or identifying the locations at which Debtor's business is carried on and
Collateral and records relating thereto are situate) as Lender may deem
appropriate to perfect on an ongoing basis and continue the Security Interest,
to protect and preserve Collateral and to realize upon the Security Interest and
Debtor hereby irrevocably constitutes and appoints any officer or director of
Lender the true and lawful attorney of Debtor, with full power of substitution,
to do any of the foregoing in the name of Debtor whenever and wherever it may be
deemed necessary or expedient.

(b)      Without
limiting any other right of Lender, whenever Indebtedness is immediately due and
payable or Lender has the right to declare Indebtedness to be immediately due
and payable (whether or not it has so declared), Lender may, in its sole
discretion, set off against Indebtedness any and all amounts then owed to Debtor
by Lender in any capacity, whether or not due, and Lender shall be deemed

65

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to have exercised such right to set off immediately at the time
of making its decision to do so even though any charge therefor is made or
entered on Lender's records subsequent thereto.

(c)      Upon
Debtor's failure to perform any of its duties hereunder, Lender may, but shall
not be obligated to, perform any or all of such duties, and Debtor shall pay to
Lender, forthwith upon written demand therefor, an amount equal to the expense
incurred by Lender in so doing plus interest thereon from the date such expense
is incurred until it is paid at the rate of 15% per annum.

(d)      Lender
may grant extensions of time and other indulgences, take and give up security,
accept compositions, compound, compromise, settle, grant releases and discharges
and otherwise deal with Debtor, debtors of Debtor, sureties and others and with
Collateral and other security as Lender may see fit without prejudice to the
liability of Debtor or Lender's right to hold and realize the Security Interest.
Furthermore, Lender may demand, collect and sue on Collateral in either Debtor's
or Lender's name, at Lender's option, and may endorse Debtor's name on any and
all cheques, commercial paper, and any other Instruments pertaining to or
constituting Collateral.

(e)      No
delay or omission by Lender in exercising any right or remedy hereunder or with
respect to any Indebtedness shall operate as a waiver thereof or of any other
right or remedy, and no single or partial exercise thereof shall preclude any
other or further exercise thereof or the exercise of any other right or remedy.
Furthermore, Lender may remedy any default by Debtor hereunder or with respect
to any Indebtedness in any reasonable manner without waiving the default
remedied and without waiving any other prior or subsequent default by Debtor.
All rights and remedies of Lender granted or recognized herein are cumulative
and may be exercised at any time and from time to time independently or in
combination.

(f)      Debtor
waives protest of any Instrument constituting Collateral at any time held by
Lender on which Debtor is in any way liable and, subject to Clause 13 (g)
hereof, notice of any other action taken by Lender.

(g)      This
Security Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators, successors and
assigns. In any action brought by an assignee of this Security Agreement and the
Security Interest or any part thereof to enforce any rights hereunder, Debtor
shall not assert against the assignee any claim or defence which Debtor now has
or hereafter may have against Lender. If more than one Debtor executes this
Security Agreement the obligations of such Debtors hereunder shall be joint and
several and, unless the context otherwise requires, a reference to "Debtor"
herein shall be deemed to be a reference to each of the undersigned.

(h)      Subject
to the Loan Agreement, Lender may provide any financial and other information it
has about Debtor, the Security Interest and the Collateral to anyone acquiring
or who may acquire an interest in the Security Interest or the Collateral from
Lender or anyone acting on behalf of Lender.

(i)      Save
for any schedules which may be added hereto pursuant to the provisions hereof,
no modification, variation or amendment of any provision of this Security
Agreement shall be made except by a written agreement, executed by the parties
hereto and no waiver of any provision hereof shall be effective unless in
writing.

(j)      Subject
to the requirements of Clauses 13 (g) and 14 (k) hereof, whenever either party
hereto is required or entitled to notify or direct the other or to make a demand
or request upon the other, such notice, direction, demand or request shall be in
writing and shall be sufficiently given, if given in accordance with the terms
and conditions of the Loan Agreement.

(k)      This
Security Agreement and the security afforded hereby is in addition to and not in
substitution for any other security now or hereafter held by Lender.

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(1)      The headings used in this Security
Agreement are for convenience only and are not to be considered a part of this
Security Agreement and do not in any way limit or amplify the terms and
provisions of this Security Agreement.

(m)      When
the context so requires, the singular number shall be read as if the plural were
expressed and the provisions hereof shall be read with all grammatical changes
necessary dependent upon the person referred to being a male, female, firm or
corporation.

(n)      In
the event any provisions of this Security Agreement, as amended from time to
time, shall be deemed invalid or void, in whole or in part, by any Court of
competent jurisdiction, the remaining terms and provisions of this Security
Agreement shall remain in full force and effect.

(0)      Nothing
herein contained shall in any way obligate Lender to grant, continue, renew,
extend time for payment of or accept anything which constitutes or would
constitute Indebtedness.

(p)      The
Security Interest created hereby is intended to attach when this Security
Agreement is signed by Debtor and delivered to Lender.

(q)      Debtor
acknowledges and agrees that in the event it amalgamates with any other company
or companies it is the intention of the parties hereto that the term
"Debtor" when used herein shall apply to each of the amalgamating
companies and to the amalgamated company, such that the Security Interest
granted hereby:

(i)      shall extend to
"Collateral" (as that term is herein defined) owned by each of the
amalgamating companies and the amalgamated company at the time of amalgamation
and to any "Collateral" thereafter owned or acquired by the amalgamated
company; and

(ii)      shall secure the
"Indebtedness" (as that term is herein defined) of each of the
amalgamating companies and the amalgamated company to Lender at the time of
amalgamation and any "Indebtedness" of the amalgamated company to Lender
thereafter arising. The Security Interest shall attach to "Collateral"
owned by each company amalgamating with Debtor, and by the amalgamated company,
at the time of amalgamation, and shall attach to any "Collateral"
thereafter owned or acquired by the amalgamated company when such becomes owned
or is acquired.

(r)      This
Security Agreement and the transactions evidenced hereby shall be governed by
and construed in accordance with the laws of the Province of Alberta.

(s)     
This Security Agreement is granted pursuant to the terms of the Loan Agreement
and in the event of a conflict between the terms hereof and the Loan Agreement,
the Loan Agreement shall prevail to the extent necessary to resolve such
conflict.

|15. | COPY OF AGREEMENT AND FINANCING STATEMENT                                         
|--- | ----------------------------------------------------------------------------------
|    |                                                                                   
|    | (a) Debtor hereby acknowledges receipt of a copy of this Security
      Agreement.

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(b)      Debtor
waives Debtor's right to receive a copy of a financing statement or financing
change statement registered by Lender or any verification statement pertaining
to a registration by Lender.

IN WITNESS WHEREOFDebtor
has executed this Security Agreement as of the 8th day of January, 2008.

DYNAMIC GRAVEL HOLDINGS LTD.

Per: / s / Tim Coupland

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SCHEDULE "A"

(ENCUMBRANCES AFFECTING COLLATERAL)

None

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SCHEDULE "B"

|1. | Locations of Debtor's Business Operations                                     
|-- | ------------------------------------------------------------------------------
|   |                                                                               
|   | Suite 506, 675 West Hastings St. Vancouver, British Columbia V6B
      IN2    
|   |                                                                               
|2. | Locations of Records relating to collateral (if different from 1.
      above)
|   |                                                                               
|   | As above.                                                                     
|   |                                                                               
|3  | Locations of collateral (if different from 1. above)                          
|   |                                                                               
|   | As above.                                                                     

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SCHEDULE "C"

(DESCRIPTION OF PROPERTY)

All present and after acquired personal property.

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