---

Exhibit 10.2

LOAN AGREEMENT

THIS LOAN AGREEMENT dated effective as of the 8th day of
January, 2008.

BETWEEN:











WHEREAS:

|1. | The Lender has agreed to lend to the Borrower and the Borrower has
      agreed to borrow from the Lender, the principal amount of U.S. $75,000 on
      the terms and subject to the conditions contained herein.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                   
|2. | As continuing security for the repayment of the Indebtedness, the
      Borrower has agreed to execute and deliver a general security agreement to
      the Lender for the full Indebtedness due under the Loan. 

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the covenants and agreements herein contained and for other
good and valuable consideration (the receipt and adequacy whereof is hereby
acknowledged) the parties hereto agree as follows:

Definitions

For the purposes of this Agreement, unless there is something
in the subject matter or context inconsistent therewith:

|(a) | "Administrative Body" means any domestic or foreign, national,
      federal, provincial, state, municipal or other local government or
      regulatory body and any division, agency, ministry, commission, board or
      authority or any quasi-governmental or private body exercising any
      statutory, regulatory, expropriation or taxing authority under the
      authority of any of the foregoing, and any domestic, foreign or
      international judicial, quasi-judicial, arbitration or administrative
      court, tribunal, commission, board or panel acting under the authority of
      any of the foregoing;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(b) | "Agreement", "this Agreement", "hereto", "herein", "hereof',
      "hereby", "hereunder" and similar expressions refer to this Loan Agreement
      and not to any particular section or other portion hereof, and the
      expressions "article" or "section" followed by a number mean and refer to
      the specified article or section of this Loan Agreement;                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(c) | "Business Day" means a day other than Saturday, Sunday or a
      statutory holiday, or any other day upon which the Lender is not open for
      the transaction of business throughout normal business hours, at its
      principal office, in the City of Vancouver;                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(d) | "Business Hours" means those hours on a Business Day during
      which the Lender or the Borrower, as the case requires, is normally open
      to the public for the conduct of its business;                                                                                                                                                                                                                                                                                                                                                                                                                                       

25

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|(e) | "Control" and "Controlled" shall have the same
      meaning as defined in the Business Corporations Act,(Alberta), and
      "controlling" shall have a comparable meaning;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                             
|(f) | "Corporate Distribution" means:                                                                                                                                             
|    |                                                                                                                                                                             
|    | (i)                                                                                                                                                                         
|    |                                                                                                                                                                             
|    | (ii)                                                                                                                                                                        

Borrower;

| | (iii) | the payment by the Borrower of any management, consulting fee, or
      bonus to shareholders or persons related to shareholders, other than
      normal remuneration payable to employees, directors, officers or
      consultants of the Borrower or reimbursement of Project expenses incurred
      by such Persons; and
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                               
| | (iv)  | any payment by the Borrower on account of any principal or interest on
      any loans or advances owing at any time by the Borrower to any of its
      Controlled companies or to its shareholders, directors or officers;                                                                                                  

|(g) | "Default" or "Event of Default"
      means any of the events specified in section 5.1 hereof, provided that
      there has been satisfied any requirement in connection with such event for
      the giving of notice, or the lapse of time, or the happening of any
      further condition, event or act;                                                                                                                                                                                                                                                                                                                                    
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(h) | "Guarantee" means a guarantee of the
      Material Subsidiaries to be issued by each of the Material Subsidiaries in
      favour of the Lender with respect to the Borrower's obligations to the
      Lendor;                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(i) | "Indebtedness" includes all principal,
      Interest, interest on unpaid interest and costs and expenses payable
      pursuant to the provisions of this Agreement and the Security, from time
      to time outstanding;                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(j) | "Interest" shall have the meaning
      ascribed thereto in Section 2.2 hereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(k) | "Law" means all constitutions, treaties,
      laws, statutes, codes, ordinances, orders, decrees, rules, regulations and
      municipal by-laws, whether domestic, foreign or international, any
      judgments, orders, writs, injunctions, decisions, rulings, decrees and
      awards of any Administrative Body, and any policies voluntary restraints,
      practices or guidelines of any Administrative Body, and including any
      principles of common law and equity;                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(l) | "Lien" means any mortgage, lien, pledge,
      charge (whether fixed or floating), security interest, title retention
      agreement (other than operating leases in respect of tangible personal
      property which are not in the nature of financing transactions) or other
      encumbrance of any kind, contingent or absolute but excludes any
      contractual right of set-off created in the ordinary course of business
      and any writ of execution, or other similar instrument, arising from a
      judgment relating to the non- payment of Indebtedness;                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(m) | "Loan" means a loan from the Lender to
      the Borrower in the aggregate principal amount of U.S.. $75,000, of which
      $10,000 was advanced by the Lender to the Borrower on December 8, 2006,
      $10,800 was advanced by the Lender to the Borrower on March 31,2007,
      $10,000 was advanced by the Lender to the borrower on April 3, 2007,
      $19,200 was advanced by the Lender to the borrower on December 21, 2007
      and $25,000 was advanced by the Lender to the Borrower on January 8, 2008.
      The principal amount outstanding under the Loan from time to time shall be
      evidenced by the Promissory Note;

26

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|(n) | "Material Subsidiaries" means Dynamic Grovel Holdings
      Ltd. and any other Subsidiary of the Borrower who from time to time owns
      Mortgaged Property and "Material Subsidiary" means anyone of them;                                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(o) | "Maturity Date" means January 8, 2009;                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(p) | "Mortgaged Property" means and includes all the
      undertaking, property, intellectual property and otherwise whatsoever, and
      wheresoever situate, and assets of the Borrower and Material Subsidiaries
      expressed herein or in the Security Agreement, or by any instrument
      supplemental hereto or thereto, to be mortgaged, hypothecated, pledged,
      charged, ceded and/or transferred, or in which a security interest is
      granted, or intended so to be, in favour of the Lender;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(q) | "Permitted Encumbrances" means anyone or more of the
      following:                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(r) | "Person" includes an individual, a partnership, a
      joint venture, a trust, an unincorporated organization or any other
      association, a corporation and a government or any department or agency
      thereof;                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(s) | "Promissory Note" means a promissory note or
      promissory notes issued by the Borrower evidencing the principal amount
      outstanding under the Loan;                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(t) | "Security" means the Security Agreement and any other
      instrument or agreement from time to time that purports to secure the
      Indebtedness;                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(u) | "Security Agreement" means a general security
      agreements of the Borrower and Material Subsidiaries to be issued by the
      Borrower in favour of the Lender as collateral security for the payment of
      the Indebtedness;                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(v) | "Subsidiary" means any Person of which more than 50%
      of the outstanding Voting Securities are owned, directly or indirectly by
      or for the Borrower, provided that the ownership of such securities
      confers the right to elect at least a majority of the board of directors
      of such Person, or a majority of Persons serving similar roles and
      includes any legal entity in like relationship to a Subsidiary; and                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(w) | "Voting Securities" means securities of capital stock
      of any class of any corporation, partnership units in the case of a
      partnership, trust units in the case of a trust or other evidence of
      ownership                                                                                                                                                                                                                                                                                        

27

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serving similar purposes, carrying
voting rights under all circumstances, provided that, for the purposes of this
definition, shares which only carry the right to vote conditionally on the
happening of an event will not be considered Voting Securities, whether or not
such event will have occurred, nor will any securities be deemed to cease to be
Voting Securities solely by reason of a right to vote accruing to securities of
another class or classes by reason of the happening of such event.

ARTICLE 1 - REPRESENTATIONS AND
  WARRANTIES OF THE BORROWER


|1.1 | Representations and Warranties
|--- | ------------------------------

The Borrower represents and warrants to the Lender, on the date
hereof and acknowledges that the Lender is relying on such representations and
warranties in entering into this Agreement and in making the Loan, as follows:

| | (a) | Status
| | --- | ------

The Borrower has been duly incorporated
and organized and is a valid and subsisting corporation under the laws of its
jurisdiction of incorporation, and has full capacity and power to carry on its
business and to own and lease property; the Borrower has the power and is duly
authorized to borrow the monies herein contemplated, and to enter into, execute,
deliver and perform this Agreement and the Security Agreement, and holds all
necessary licences, permits and consents to carry on such business in all
jurisdictions in which it does so;

| | (b) | Non-Violation of Other Instruments and Authorization
| | --- | ----------------------------------------------------
| |     |                                                     
| |     | (i)                                                 
| |     |                                                     
| |     | (ii)                                                
| |     |                                                     
| | (c) | Valid Security                                      

This Agreement, the Promissory Note and
the Security Agreement constitute valid and binding obligations of the Borrower
enforceable against the Borrower in accordance with their respective terms
subject to the usual bankruptcy, insolvency and equitable principles;

| | (d) | Title to Assets and Property
| | --- | ----------------------------

Subject only to the Permitted
Encumbrances, the Borrower has good and marketable title to the Mortgaged
Property owned by it free and clear of any encumbrances or security interests
whatsoever, and no person has any agreement or right to acquire any of such
properties out of the ordinary course of business;

28

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| | (e) | No Default
| | --- | ----------

The Borrower is not in default in the
performance or observance of any of the material obligations, covenants or
conditions contained in any material contract, agreement or other instrument to
which it is a party or by which it is bound;

| | (f) | Compliance with Laws
| | --- | --------------------

To the best knowledge and belief of the
Borrower, the Borrower is not in breach of any by-law, law, statute, regulation,
rule or order of any governmental authority relating in any way to the Mortgaged
Property, or the operation of its business, or both;

| | (g) | Judgments and Executions
| | --- | ------------------------

There are no judgments or executions
filed or pending against the Borrower;

| | (h) | Insolvency Proceedings
| | --- | ----------------------

The Borrower has not made any
assignment for the benefit of creditors, nor has any receiving order been made
against it under the provisions of the Bankruptcy and Insolvency Act(Canada), nor has any petition for such an order been served upon it, nor
are there any proceedings in effect or threatened under the provisions of the
Winding-Up and Restructuring Act(Canada) or the Companies' Creditors
Arrangement Act(Canada), nor has any receiver, receiver and manager,
monitor, custodian or official with similar powers been appointed by court order
or privately respecting the Borrower, or any of its assets or property;

| | (i) | Leases
| | --- | ------

The Borrower is in good standing under
all leases to which it is a party, and no right currently exists in any lessor
or lessee thereunder to terminate any such lease, and each such lease is valid
and binding;

| | (j) | Taxation Procedures
| | --- | -------------------

The Borrower has duly and timely filed
all tax returns required to be filed by it, and has paid all taxes which are due
and payable, and has paid all assessments and reassessments, and all other
taxes, governmental charges, governmental royalties, penalties, interest and
fines claimed against it on or before the date hereof. Adequate provision and
installment payments have been made for taxes and governmental royalties payable
for the current period for which returns are not yet required to be filed. There
are no agreements, waivers or other arrangements providing for an extension of
time with respect to the filing of any tax return, or payment of any taxes,
governmental charge, governmental royalties or deficiency against the Borrower;

| | (k) | Employee Payments
| | --- | -----------------

The Borrower has withheld from each
payment to any of its officers, directors and employees the amount of all taxes,
including but not limited to, income tax and other deductions required to be
withheld therefrom, and has paid the same to the proper tax or other receiving
authorities within the time required under any applicable tax legislation;

29

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| | (l) | Material Liabilities
| | --- | --------------------

As of the date hereof, there are no
material liabilities of the Borrower of any kind whatsoever, absolute or
contingent, in respect of which the Borrower is, or may become, liable or
obligated to pay on or after the date of this Agreement which are not fully and
properly reflected in the financial information of the Borrower previously
delivered to the Lender;

| | (m) | Ownership or Licence
| | --- | --------------------

The Borrower owns or licenses, free of
adverse claim, all licences, patents, trademarks, copyright, industrial designs,
know how, trade secrets and other industrial and intellectual property used in
connection with its business, and all such licences are in good standing and
registered as applicable; and

| | (n) | Litigation
| | --- | ----------

As of the date of execution of this
Agreement, there are no litigation, arbitration or administrative proceedings
outstanding and, to the Borrower's knowledge after having made reasonable
inquiry, there are no such proceedings pending or threatened, against the
Borrower.

|1.2 | Survival of Representations, Warranties and Covenants
|--- | -----------------------------------------------------

The covenants, agreements, representations and warranties set
forth in this Agreement, and in any certificate or other document delivered
hereunder, shall continue in full force and effect until repayment in full of
all of the Indebtedness.

ARTICLE 2 - REPAYMENT, INTEREST AND CONVERSION

|2.1 | Principal Amount
|--- | ----------------

The Lender agrees to lend to the Borrower and the Borrower
agrees to borrow from the Lender a Loan in the principal amount of up to U.S.
$75,000, which Loan shall be repayable in accordance with the terms of this
Agreement. The outstanding principal amount due and payable from the Borrower to
the Lender pursuant to the Loan from time to time shall be evidenced by a
Promissory Note or Promissory Notes delivered by the Borrower to the Lender at
the time of any advance or advanced from the Lender to the Borrower. The
Borrower hereby acknowledges receipt on: (i) December 8, 2006 of the principal
amount of $10,000; (ii) March 31, 2007 of the principal amount of $10,800; (iii)
April 3, 2007 of the principal amount of $10,000; (iv) December 21, 2007 of the
principal amount of $19,200; and (v) January 8, 2008 of the principal amount of
$25,000; advanced by the Lender and forming part of the Loan.

|2.2 | Interest
|--- | --------

Interest shall accrue and be payable on the outstanding amount
of the Loan at a rate per annum equal at all times to ten (l0%) percent.
Interest shall be payable, before and after demand, default and judgment, at the
same rate until paid in full. In the event the foregoing rate of interest on all
overdue payments under this Agreement is not recoverable under applicable law,
the applicable rate of interest shall be reduced to the highest rate permitted
under applicable law. Interest shall accrue for the exact number of days such
Indebtedness is outstanding and shall be calculated on the basis of a three
hundred and sixty-five day year. Accrued and unpaid interest on the Loan shall
be paid in full by the Borrower on the Maturity Date.

30

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|2.3 | Repayment
|--- | ---------

Notwithstanding anything else contained herein or in the
Security Agreement, the Indebtedness shall be due and payable in full by the
Borrower to the Lender on the earlier of

| | (a) | the Maturity Date; or                                                                   
| | --- | ----------------------------------------------------------------------------------------
| |     |                                                                                         
| | (b) | any demand for payment as a result of an Event of Default pursuant to
      Section 5.1.

|2.4 | Place and Manner of Payment
|--- | ---------------------------

All sums to be paid the Lender pursuant to the terms of this
Agreement, whether for principal, interest or otherwise, shall be paid to the
Lender at its offices as designated pursuant to Article 7 hereof.

|2.5 | No Set-Off
|--- | ----------

The obligations of the Borrower to make all payments of amounts
due with respect to the Loan shall be absolute and unconditional, and shall not
be affected by any circumstance, including without limitation, any set-off,
compensation, counter-claim, recoupment, defence or other right which the
Borrower may have against the Lender or anyone else for any reason whatsoever.

|2.6 | Use of Proceeds
|--- | ---------------

Proceeds from the Loan granted hereunder shall be used solely
for the purpose of satisfying and paying costs and expenses of the Borrower
associated with:

| | (a) | the acquisition of the Northern Gravel and Super Mammoth 5 gravel
      claims by the Borrower, through its wholly owned subsidiary; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                         
| | (b) | accounts payable and general working capital.                                                                                           

|2.7 | General Provisions
|--- | ------------------

| | (a) | All interest, fees and other amounts payable by a party hereunder
      shall accrue daily, be computed as described herein, and be payable both
      before and after maturity, default and judgment.                                                                                                                                                                                                                                                          
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (b) | To the maximum extent permitted by law, the covenant of a party to pay
      interest at the rates provided herein shall not merge in any judgment
      relating to any obligation of such party .                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (c) | In no event shall any interest, fees or other amounts payable
      hereunder exceed the maximum rate permitted by law. In the event and for
      so long as any such interest or fee exceeds such maximum rate, such
      interest or fee shall be reduced to the maximum rate recoverable under
      law.                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (d) | The records and entries kept and made by the Lender shall constitute
      prima facie evidence of the matters recorded therein and the existence and
      amounts of the obligations of the parties hereunder, provided, however,
      that the failure of the Lender to record or to correctly record any such
      amount or date shall not affect the obligation of a party to pay amounts
      actually due hereunder in accordance with this Agreement.

31

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| | (e) | All principal, interest, fees and other amounts payable hereunder
      shall be paid by a party in United States Dollars on the day such amount
      is due by cheque or time of deposit to the account of the party entitled
      thereto or transfer thereof to the account of such party in Vancouver,
      British Columbia.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2.8 | General Indemnity of the Borrower
|--- | ---------------------------------

To the extent not otherwise provided for herein, the Borrower
shall indemnify, defend and hold harmless the Lender from and against any and
all losses, costs, expenses, damages, claims or liabilities incurred by the
Lender with respect to any Loan to the Borrower hereunder whether before, during
or after any period that such Loan are outstanding including, without
limitation, any loss of profits, commissions or fees anticipated hereunder, and
any expense or cost incurred in the liquidation and re-deployment of any funds
acquired by the Lenders to fund or maintain any portion of such Loans hereunder
in all cases as a result of the failure of the Borrower to borrow or make
repayments on the dates required hereunder.

ARTICLE 3 - SECURITY

|3.1 | General Security Agreement
|--- | --------------------------

To secure the due and punctual payment of the Indebtedness due
and outstanding from the Borrower or any Material Subsidiaries to the Lender
under this Agreement and the Promissory Note from time to time, and to secure
the due and punctual performance of the Borrower's other obligations and
covenants hereunder, the Borrower and the Material Subsidiaries shall execute
and deliver the Security Agreement to the Lender, each of the Material
Subsidiaries shall execute and deliver the Guarantee in favour of the Lender
with respect to the Borrower's obligations to the Lender, and such other
security requested by the Lender, acting reasonably.

|3.2 | Additional Security - Other Jurisdictions
|--- | -----------------------------------------

In the event that any of the Security granted by the Borrower
or any Material Subsidiaries to the Lender specified or contemplated above
cannot be registered or perfected in any jurisdiction in the form in which such
Security was taken, the Borrower or any Material Subsidiaries agree to execute
and deliver to the Lender or cause to be executed and delivered to the Lender,
on the request of the Lender, such form of security agreements or security
documentation as may be reasonably necessary in order to comply with or meet the
requirements of laws or procedures of any jurisdiction in which the Borrower or
any Material Subsidiaries carries on business or has property or assets or
customers, in order to insure that the Lender has valid and enforceable Security
which can be properly registered and perfected in all such jurisdictions
covering all of the Mortgaged Property of the Borrower or any Material
Subsidiaries. Such Security agreements or such Security documentation shall be
in a form satisfactory to the Lender and its solicitors, acting reasonably, and
on terms consistent with the provisions of this Agreement.

|3.3 | Discharge
|--- | ---------

Upon the repayment in full of the Indebtedness and the payment
of accrued interest on the Loan to the Lender, the Lender shall, discharge all
charges and liens under the Security and execute and deliver to the Borrower,
such deeds or other instruments as shall be requisite to discharge the charges
and liens thereof.

|3.4 | Repayment of Promissory Note and Conflict
|--- | -----------------------------------------

The Parties agree that payment of the principal amount
outstanding on the Loan on the terms and conditions provided for herein
constitutes repayment of the Promissory Note and the indebtedness evidenced
thereby and the Lender shall not be entitled to demand repayment of the
Promissory Note except in accordance with the terms and conditions of this
Agreement. The Promissory Note shall be

32

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cancelled and returned to the Borrower upon payment and
satisfaction in full of all Indebtedness. To the extent of any conflict,
inconsistency or discrepancy between the provisions of the Promissory Note and
the provisions of this Agreement, the provisions of this Agreement shall
prevail.

|3.5 | Sale of Assets
|--- | --------------

In the event of a sale of property, assets, or undertaking of
the Borrower in respect of which the Lender's consent has been obtained under
this Agreement, the Borrower shall cause the net proceeds of sale to be paid
into a cash collateral account forming part of the Security to be applied, at
the option of the Borrower: a) as all or a portion of a prepayment pursuant to
Section 2.4 at any time that such a prepayment may be made; or b) as repayment
of the Indebtedness at maturity. Such proceeds in either case shall be applied
firstly to interest, and thereafter to principal to the extent of the funds
received, unless otherwise agreed by the Lender at its sole option.

ARTICLE 4 - COVENANTS

|4.1 | Positive Covenants
|--- | ------------------

The Borrower hereby covenants and agrees with the Lender that
so long as any of the Indebtedness remains unpaid:

| | (a) | To Pay Indebtedness
| | --- | -------------------

The Borrower will, duly and punctually
payor cause to be paid to the Lender, the Indebtedness at the dates, time and
places, and in the manner provided for herein;

| | (b) | Notice of Removal of Assets From Jurisdiction
| | --- | ---------------------------------------------

If at any time or from time to time,
the Borrower desires to remove assets which comprise part or all of the
Mortgaged Property from a jurisdiction in which the Security Agreement is
validly registered to any jurisdiction other than a jurisdiction in which the
Security Agreement is validly registered, the Borrower will, prior to removing
such assets from a jurisdiction in which it is registered to a jurisdiction in
which it would not be registered, give the Lender ten (10) days' notice thereof,
accompanied by a full description of such assets and the proposed location
thereof, and shall deliver, prior to the removal of such assets, such documents
and instruments filed or registered pursuant to applicable law, if required, as
may be necessary to preserve and perfect the Lender's security interest therein
in such other jurisdiction in form and content satisfactory to the Lender and
its counsel, and shall pay all legal and registration costs in connection
therewith;

| | (c) | Notice of Litigation and Defence of Title
| | --- | -----------------------------------------

The Borrower will give the Lender
prompt written notice of any action, suit, litigation or other proceeding which
is commenced or threatened against the Borrower and which involves either a
claim or potential claim which is not or would not be fully covered by insurance
and which is in excess of Ten Thousand Dollars ($10,000). The Borrower shall
defend the Mortgaged Property against all persons claiming the Mortgaged
Property or an interest therein;

| | (d) | Notice of Material Change
| | --- | -------------------------

The Borrower will give the Lender
prompt written notice of any material change in the business or condition of the
Borrower, financial or otherwise, or of any material loss, destruction or damage
of or to any properties or assets of the Borrower, including notice of any
demand upon,

33

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or change in the terms and conditions
governing, the operating or similar line of credit of the Borrower with its
bank;

| | (e) | Notice of Change of Name
| | --- | ------------------------

The Borrower will give the Lender
thirty (30) days prior written notice of any intended change of the name of the
Borrower;

| | (f) | Other Information
| | --- | -----------------

The Borrower will promptly furnish the
Lender with such other information respecting the Borrower, its properties,
assets, anticipated contracts, acquisitions, investments and other matters and
information relating to the Borrower and its business, as the Lender may from
time to time reasonably request;

| | (g) | To Maintain Existence
| | --- | ---------------------

The Borrower will at all times maintain
its corporate existence and ensure that the performance of this Agreement will
not conflict with its constating documents or any agreement to which it is a
party;

| | (h) | To Carryon Business and Abide by Government Regulations
| | --- | -------------------------------------------------------

The Borrower will carry on its business
in a proper and efficient manner, and will keep or cause to be kept proper books
of account, and make or cause to be made therein true and faithful entries of
all material dealings and transactions in relation to its business, and will at
all times abide by all federal and provincial laws, municipal by-laws and all
government regulations pertaining to the operation of the business of the
Borrower;

| | (i) | To Pay Taxes
| | --- | ------------

The Borrower will payor cause to be
paid all taxes, rates, government fees and dues levied, assessed or imposed upon
it and upon its property or any part thereof, as and when the same become due
and payable, save and except when, and so long as, the validity of any such
taxes, rates, fees, dues, levies, assessments or imposts is in good faith, by
proper legal proceedings, being contested by it, provided such proceedings
effectively postpone enforcement of any lien arising from non-payment;

| | (j) | To Insure
| | --- | ---------
| |     |          
| |     | (i)      
| |     |          
| |     | (ii)     

34

---

| | (iii) | Application of Proceeds- The Borrower shall cause the
      insurance money under all policies required hereunder to be made payable
      to the Lender (as its interest may appear) or shall otherwise deal with
      such policies in such manner as to enable any insurance money payable
      thereunder, in respect of any claim in excess of Ten Thousand Dollars
      ($10,000), to be collected by the Lender (as its interest may appear)
      which may elect to have such insurance money applied to replace or repair
      the relevant assets, or towards prepayment of the monies advanced
      hereunder whether then due or not. The Borrower shall from time to time,
      do, sign, execute or endorse all transfers, assignments, cheques, loss
      claims, receipts, writings and things necessary or desirable for the
      purposes aforesaid and for such purposes the Borrower hereby irrevocably
      appoints the Lender its attorney to do, sign, execute and endorse such
      transfers, assignments, cheques, loss claims, receipts, writings and
      things in the name of the Borrower and on its behalf as the Lender may
      deem necessary or advisable;
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (k) | Further Assurances
| | --- | ------------------

At any and all times the Borrower will
do, execute, acknowledge, deliver, file and register, or will cause to be done,
executed, acknowledged, delivered, filed and registered all and every such
further acts, deeds, conveyances, mortgages, transfers and assurances as the
Lender shall reasonably require for the purpose of giving effect to this
Agreement;

| | (1) | Payment of Costs and Expenses
| | --- | -----------------------------

Each of the Borrower and the Lender
will pay its own costs in connection with the completion of the Loan provided
for in this Agreement, and the Security taken in pursuance hereof, and the
preparation and registration of any further security or agreements required as
further assurances or as a consequence of amendment or renewal. The Borrower
will payor reimburse the Lender and its agents for all reasonable costs, charges
and expenses (including legal fees and disbursements) on a lawyer and his own
client basis in connection with the enforcement or realization of any such
Security, and any amount not so paid shall bear interest at the rate of interest
as set forth in Section 2.2 hereof, and shall be payable out of any funds coming
into the possession of the Lender in priority to the Indebtedness;

| | (m) | To Repair
| | --- | ---------

The Borrower will at all times repair
and keep in repair and good order and condition, or cause to be so repaired and
kept in good order and condition, the Mortgaged Property;

| | (n) | Change of Address
| | --- | -----------------

The Borrower shall notify the Lender of
any change of address of any office or other business location of the Borrower
existing as at the date of execution herein, and of the location of any new
business premises where the Borrower undertakes its business at any time,
subsequent to the date of execution herein;

| | (o) | Notice of Default
| | --- | -----------------

The Borrower shall give prompt written
notice to the Lender of any Default hereunder;

35

---

| | (p) | Compliance
| | --- | ----------

The Borrower shall perform, observe and
comply at all times with the covenants, terms, conditions, stipulations and
provisos of this Agreement, the Security Agreement and any agreements and
instruments delivered in connection with this Agreement to the extent that it is
party to any of the foregoing;

| | (q) | Access to Premises
| | --- | ------------------

The Borrower shall permit the Lender,
its servants and agents, to enter into at all reasonable times and upon
reasonable notice any business premise owned or occupied by the Borrower to
inspect the business operations of the Borrower and all assets and properties of
the Borrower including those in which the Lender has security; and

| | (r) | Acquisition of Gravel Claims
| | --- | ----------------------------

The Borrower will use its reasonable
commercial efforts to execute, deliver and complete or will cause to be
executed, delivered and completed an agreement or agreements of the Borrower to
acquire the North Gravel and Super Mammoth 5 gravel claims.

|4.2 | Negative Covenants
|--- | ------------------

The Borrower hereby covenants and
agrees with the Lender that so long as any of the Indebtedness remains
outstanding, without the prior written consent of the Lender, the Borrower will
not:

| | (a) | Not to Sell Assets or Enter Into Amalgamations and
      Mergers
| | --- | ----------------------------------------------------------------
| |     |                                                                 
| |     | (i)                                                             
| |     |                                                                 
| |     | (ii)                                                            
| |     |                                                                 
| | (b) | Attached Fixtures and Accessions                                

other than accessions to the Borrower's
leased motor vehicles (all of which may be removed by the Borrower without
damage to the vehicles) permit any personal property forming a part of the
Mortgaged Property to become an accession or a fixture, excluding such property
that becomes an accession or fixture to property also forming part of the
Mortgaged Property, unless the Borrower shall have:

| | (i)  | provided fifteen (15) days prior written notice to the Lender, and                                                                                                                          
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                             
| | (ii) | obtained and delivered to the Lender such acknowledgments and consents
      from the owner of the other property as may be necessary to preserve the
      security interest of the Lender;

| | (c) | As to Encumbrances
| | --- | ------------------

do any act to further or in any way
encumber the Mortgaged Property, or create or permit to exist any mortgage,
hypothec, charge, pledge, lien or encumbrance, or other security interest,
whether by fixed or floating charge, upon its undertaking, property or assets,
or any part or parts thereof,

36

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which ranks or purports to rank prior
to or equal to the Security Agreement, except the Security Agreement and
Permitted Encumbrances;

| | (d) | Not to Commit Waste
| | --- | -------------------

except as permitted elsewhere herein,
remove or destroy any of its buildings, machinery or any structure whatsoever
comprising the Mortgaged Property or the plant, machinery or fixtures attached
or appertaining thereto, or otherwise forming part of the Mortgaged Property;

| | (e) | Restriction on Corporate Distribution
| | --- | -------------------------------------

become liable in respect of, or pay,
any Corporate Distribution;

| | (f) | Restriction on Sale and Leasebacks
| | --- | ----------------------------------

sell, assign or dispose of any property
in any transaction or series of transactions which will conclude with a
reacquisition by the Borrower of the same or similar property:

| | (i) | subject to any encumbrance to which such property was not theretofore
      subject;
| | --- | ------------------------------------------------------------------------------------

or

| | (ii) | pursuant to a conditional sale agreement or other title retention
      agreement, including a financing transaction or capital lease arrangement;
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------

| | (g) | Capital Expenditures
| | --- | --------------------

make any capital expenditures,
including financing or capital leases or similar financial arrangements, in
excess of Twenty Five Thousand Dollars ($25,000) in the aggregate in any fiscal
year, unless included in a capital budget of the Borrower previously approved in
writing by the Lender for such fiscal year;

| | (h) | Not to Pay Related Parties
| | --- | --------------------------

use the proceeds of the loan to make
payments to any "associates" or "affiliates" of the Borrower as such terms are
defined by the Business Corporations Act(Alberta);

| | (i) | Not to Assign Shares
| | --- | --------------------

permit, approve or consent to the
assignment, sale or transfer of any of the shares in the share capital of the
Borrower, directly or indirectly; and/or

| | (j) | Restrict Use of Proceeds
| | --- | ------------------------

use the proceeds of the Loan for any
purposes other than as set forth in Section 2.7 of this Agreement.

37

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ARTICLE 5 - DEFAULT AND ENFORCEMENT

|5.1 | Events of Default
|--- | -----------------

Each and every one of the following shall be a Default under
this Agreement:

| | (a) | if the Borrower makes default in payment of the Indebtedness as and
      when the same becomes due under any provision hereof, and the default is
      not cured within ten (10) days thereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (b) | if the Borrower shall neglect to carry out or observe any covenant or
      condition (other than those relating to the payment of any Indebtedness)
      contained in this Agreement, or the Security Agreement, provided the
      Borrower shall have ten (10) days after receipt of notice from the Lender
      to make good such default before the Borrower shall be in Default
      hereunder, or provided that such default cannot be cured within such ten
      (10) day period and the Borrower so advises the Lender prior to the
      termination of such ten (10) day period and provided further that such
      default is capable of being cured and the Lender in its sole discretion is
      satisfied that the Borrower is diligently proceeding to cure such default,
      the Borrower shall have an additional ten (10) days to make good such
      default before the Borrower shall be in Default hereunder;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (c) | if the Borrower ceases, or threatens to cease, carrying on its
      business or if a petition shall be filed, an order shall be made or a
      resolution be passed for the winding-up or liquidation of the Borrower;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (d) | if the Borrower shall become insolvent, or shall make a bulk sale of
      its assets, a general assignment for the benefit of its creditors, a
      proposal under the Bankruptcy and Insolvency Act,or if a
      bankruptcy petition shall be filed or presented with respect to the
      Borrower and such is not removed or discharged prior to the time when any
      party thereunder shall have the right to realize against the Mortgaged
      Property, or if a custodian, sequestrator, receiver, receiver and manager,
      or any other officer with similar powers shall be appointed of its
      properties, or any part thereof which is, in the opinion of the Lender,
      acting reasonably, a substantial part thereof;                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (e) | if any proceedings respecting the Borrower are commenced under the
      Companies' Creditors Arrangement Act(Canada), the Winding-Up
      and Restructuring Act(Canada), or any legislation or other provision
      of law providing for similar effect;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (f) | if an encumbrancer takes possession of the Mortgaged Property or any
      other property of the Borrower or any part thereof which is, in the
      opinion of the Lender, acting reasonably, a substantial part thereof, or
      if a distress or execution or any similar process be levied or enforced
      against the same and such remains unsatisfied for such period as would
      permit such property or such part thereof to be sold or seized thereunder;                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (g) | if default occurs under any agreement containing an obligation of the
      Borrower to repay borrowed money or interest thereon to any person and
      such default is not rectified within the period provided for rectification
      in any governing agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (h) | if any of the representations and warranties contained herein, or in
      the Security Agreement shall prove to have been false or misleading in any
      material respect on the date hereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (i) | if the Borrower is in default under the Security Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

38

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| | (j) | if, without the prior written consent of the
      Lender, there is any change in the legal or beneficial ownership of the
      outstanding shares in the share capital of the Borrower, whether or not
      such is voluntary or involuntary, by operation of law, court order or
      otherwise, or if any of the outstanding shares of the Borrower are
      pledged, charged, sold, assigned, transferred, or otherwise encumbered, or
      if additional shares of the Borrower are issued, such that any of the
      foregoing cause a change in Control of the Borrower to a person not
      controlling the Borrower as of the date hereof;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (k) | a failure by the Borrower to perform any
      undertaking in writing given by the Borrower to the Lender, which failure
      has not been waived in writing by the Lender: and                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (1) | a determination by the Lender, in its sole
      discretion, that the Mortgaged Property, the Loan or the Security or
      repayment of the Indebtedness in full is being impaired or jeopardized
      including, without limitation, if the rights and interests of the Lender
      under the Notes or Security are endangered or there is an impairment in
the value of the Mortgaged Property of the Borrower.                                                                                                                                                                                                                                      

|5.2 | Acceleration on Default
|--- | -----------------------

Upon the occurrence of a Default which is continuing, the
Lender may, in addition to any other rights or remedies provided for herein, in
the Security, at law, or in equity, declare the Indebtedness to be immediately
and fully due and payable, and the same shall forthwith become immediately and
fully due and payable, and the Borrower shall forthwith, without the requirement
of reasonable notice, pay to the Lender the Indebtedness and the Security shall
become immediately enforceable in each and every such event, and the Lender
shall thereupon have all rights and remedies available to it at law or in
equity, whether by virtue of this Agreement, the Security or otherwise.

|5.3 | Waiver of Default
|--- | -----------------

The Lender may at any time waive in writing any Default which
may have occurred, provided that no such waiver shall extend to, or be taken in
any manner whatsoever to affect, any subsequent Default or the rights or
remedies resulting therefrom. No delay or failure by the Lender to exercise any
right or remedy hereunder shall impair any such right or remedy, or shall be
construed to be a waiver of any Default hereunder or under the Security, or
acquiescence therein.

|5.4 | Remedies Cumulative
|--- | -------------------

Each of the remedies available to the Lender is a separate
remedy and in no way is a limitation on anyone or more of the other remedies
otherwise available to the Lender. The rights and remedies herein expressly
specified or in the Security are cumulative and not exclusive. The Lender may,
in its sole discretion, exercise any and all rights, powers, remedies and
recourses available herein or in the Security, or any other remedy available to
it, and such rights, powers, remedies and recourses may be exercised
concurrently or individually without the necessity of any election.

ARTICLE 6 - ENFORCEMENT OF SECURITY

|6.1 | Remedies
|--- | --------

In the event of Default and subject to the provisions hereof,
the Lender may proceed to enforce its rights by any action, suit, remedy or
proceeding available to it under this Agreement, the Security or otherwise
authorized or permitted by law or by equity. No remedy for the enforcement of
the rights of the Lender shall be exclusive of, or depend on, any other remedy,
but anyone or more remedies may from time to time be exercised independently or
in combination.

39

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|6.2 | Remedies Not Prejudiced by Delay
|--- | --------------------------------

No delay or omission of the Lender to exercise any remedy shall
impair any such remedy, or shall be construed to be a waiver of any Default
hereunder or under the Security, or acquiescence therein.

|6.3 | Borrower to Yield Possession
|--- | ----------------------------

The Borrower binds and obliges itself to yield up possession of
the Mortgaged Property to the Lender on demand at any time after Default and
prior to the satisfaction in full of the Indebtedness and agrees to put no
obstacles in the way of, but to facilitate by all legal means, the actions of
the Lender hereunder, and not to interfere with the carrying out of the powers
hereby granted to it. The Borrower shall forthwith, by and through its officers
and directors, at any time after Default and request in writing by the Lender
execute such documents and transfers as may be necessary to place the Lender in
legal possession of the Mortgaged Property.

|6.4 | Lender Entitled to Perform Covenants
|--- | ------------------------------------

If the Borrower shall fail to perform any covenant on its part
herein contained, the Lender may, in its discretion, perform any of the said
covenants capable of being performed by it, and if any such covenant requires
the payment or expenditure of money, the Lender may make payments or expenditure
with its own funds, or with money borrowed by or advanced to it for such
purpose, but shall be under no obligation to do so, and all sums so expended or
advanced shall be at once payable by the Borrower on demand, shall bear interest
at the rate of Twenty-Five percent (25%) per annum, calculated and payable
monthly, in arrears, until paid, and shall be payable out of any funds coming
into the possession of the Lender in priority to the Indebtedness, but no such
performance or payment shall be deemed to relieve the Borrower from any Default
hereunder unless and until the Lender is fully reimbursed for all sums advanced
hereunder together with interest thereon as herein provided.

|6.5 | The Lender as Agent of Borrower and Power of Attorney
|--- | -----------------------------------------------------

Effective after Default and written notification by the Lender
that it intends to enforce its Security, the Borrower hereby irrevocably
appoints the Lender to be its attorney, and in its name and on its behalf, to
execute and carry out any deeds, documents, transfers, conveyances, assignments,
assurances, consents and things which the Borrower ought to, or may, sign,
execute and do hereunder, and generally to use its name in the exercise of all
or any of the powers hereby conferred on the Lender, with full power of
substitution and revocation. In the exercise of all of its rights hereunder, the
Lender shall be, so far as concerns responsibility for its action or inaction,
the agent of the Borrower.

|6.6 | For the Protection of the Lender
|--- | --------------------------------

In realizing upon the Mortgaged Property, the Lender shall not
be responsible for any loss occasioned by any demand, collection, enforcement,
sale or other realization thereof, or the failure to, or delay in, demand,
collect, enforce or sell any portion, and the Lender shall not be bound to
protect the Mortgaged Property from depreciating in value. Upon any sale or
realization of the Mortgaged Property by way of public auction, the Lender may
become purchaser free from any right or equity of redemption, which right or
equity is expressly waived by the Borrower, and the Lender may, in paying the
purchase price, apply so much of the obligations of the Borrower hereunder on
account of the purchase price as may be necessary for such purpose.

|6.7 | Interest Late Payment
|--- | ---------------------

Notwithstanding any waiver or enforcement of Default hereunder,
the Borrower acknowledges that the Lender shall be paid interest on overdue
interest at the rate set forth in Section 2.2 hereof.

40

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|6.8 | Lender's Agents
|--- | ---------------

The Lender may appoint any agent or representative to exercise
any of its rights hereunder.

ARTICLE 7 - NOTICES

|7.1 | Notices and Deemed Receipt
|--- | --------------------------

Any demand or notice to be given by any party hereto to any
other party shall be in writing and may be given by personal delivery, or except
during any period when postal service is interrupted, by prepaid registered mail
or by facsimile transmission, transmission confirmed, addressed or sent as
follows:

| | (a) | to the Borrower at:                                                                                                   
| | --- | ----------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                       
| |     | DYNAMIC GOLD CORP.                                                                                                    
| |     | Suite 506, 675 West Hastings Street Vancouver, British Columbia
      V6B IN2 Fax: (604) 408-3884 Attention: President
| |     |                                                                                                                       
| | (b) | to the Lender at:                                                                                                     
| |     |                                                                                                                       
| |     | TIM COUPLAND                                                                                                          
| |     | Suite 506, 675 West Hastings Street Vancouver, British Columbia
      V6B IN2 Fax: (604) 408-3884                     

and if given by registered mail shall be deemed to have been
received by the party to whom it was addressed on the date falling four (4)
Business Days following the date upon which it has been deposited in a post
office within a city in Canada with postage and cost of registration prepaid,
and if personally delivered to an adult during Business Hours, when so
delivered, and if given by other communication the third (3rd) Business Hour
after confirmed transmission. Any of the above-named parties may change the
address or fax number designated from time to time, by notice in writing to the
other party hereto.

ARTICLE 8 - MISCELLANEOUS

|8.1 | Formal Date
|--- | -----------

For the purpose of convenience this Agreement may be referred
to as bearing the formal date first written above, irrespective of the actual
date of execution thereof.

|8.2 | Plurality and Gender, etc.
|--- | --------------------------

Words importing the singular number shall include the plural
and vice versa, and words importing the masculine gender shall include the
feminine gender.

|8.3 | Headings
|--- | --------

The Article and section headings are not to be considered part
of this Agreement, are inserted for convenience of reference only, are not
intended to be full or accurate descriptions of the content thereof, and shall
not affect the construction or interpretation of this Agreement.

41

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|8.4 | Law Applicable
|--- | --------------

This Agreement shall be construed in accordance with the laws
of the Province of Alberta and shall be treated in all respects as an Alberta
contract. The parties hereto irrevocably attorn to the jurisdiction of the
courts situated in Alberta.

|8.5 | Currency
|--- | --------

All dollar amounts referred to in this Agreement and all
payments to be made hereunder are in United States funds unless otherwise
specified herein.

|8.6 | Entire Agreement
|--- | ----------------

This Agreement, including the schedules hereto, the Security,
and any agreement collateral hereto or thereto constitutes the entire agreement
between the parties, and may not be amended or modified in any respect except by
written instrument signed by the parties hereto, and all other agreements,
undertakings, representations and writings, oral or written, are entirely
replaced thereby and are no longer effective.

|8.7 | Successor Legislation
|--- | ---------------------

Any statute referred to herein or in the Security shall be
deemed to include that statute as amended, restated and/or replaced from time to
time, and any successor legislation to the same general intent and effect.

|8.8 | Assignment
|--- | ----------

This Agreement shall enure to the benefit of, and shall be
binding upon, the parties hereto and their respective successors and permitted
assigns. This Agreement may not be assigned by either party without the prior
written consent of the other party.

|8.9 | Business Day
|--- | ------------

If under the provisions of this Agreement any amount is to be
paid or any act or thing is to be done or step is to be taken on a day other
than a Business Day, then such amount shall be paid or such act, thing or step
shall be done or taken on the next Business Day.

|8.10 | Financial Terms and Accounting Rules
|---- | ------------------------------------

All financial terms employed and calculations provided for
herein shall, unless otherwise specifically provided, be interpreted and applied
in accordance with Canadian Generally Accepted Accounting Principles applied on
a consistent basis, and applicable on a consolidated basis.

42

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|8.11 | Conflict
|---- | --------

In theevent of any conflict between any term, condition
or provision of this Agreement and those of the Security, then the term,
condition or provision of this Agreement shall govern.

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

|/ s / Ann-Marie Cederholm            |  | / s / Tim Coupland
|------------------------------------ |  | ------------------
|Witness to signature of Tim Coupland |  | TIM COUPLAND      

|Name:     | Ann-Marie Cederholm     
|--------- | ------------------------
|Address:: | 675 West Hastings Street
|          | Suite 506               
|          | Vancouver, BC V6B 1N2   

> DYNAMIC GOLD CORP.
>                     Per: / s / Rob
>                       Hall
>          Authorized Signature

43

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SCHEDULE "A"

PERMITTED ENCUMBRANCES

None

44

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