ex10-1.pdf -- Converted by SECPublisher 4.0, created by BCL Technologies Inc., for SEC Filing








	
Exhibit 10.1






	
GOLD FORWARD SALES CONTRACT
	
	
 
	
	
DATED
	
	


	
	
BY AND BETWEEN
	
	
 
	
	
 
	
	
 
	
	
GOLDRICH MINING COMPANY 
	
	
as Seller
	
	
 
	
	
 
	
	
AND
	
	


	
	
as Purchaser 
	









	This GOLD FORWARD SALES CONTRACT
      (“Agreement”) is entered into as of the
date set forth on the Confirmation Letter (as
      defined herein), to be delivered in the form attached
hereto as Exhibit A and incorporated
      herein by reference, by and between Goldrich Mining
Company, an Alaska corporation, having its
      principal place of business at 3412 South Lincoln
Drive, Spokane, WA 99203-1650 (the “Seller”),
      and the entity described in the Confirmation
Letter (the “Purchaser”). 

WHEREAS, Seller desires to sell and Purchaser desires to purchase
      certain quantities of
Gold (as
      defined herein) on the terms and conditions set forth herein;
      

WHEREAS, Seller desires to
      sell and Purchaser desires to purchase Class E common
stock purchase warrants of the Seller
      (“Class E Warrants”) on the terms and conditions set
      forth
herein and in the
      Subscription Agreement attached hereto as Appendix A.
      

NOW THEREFORE, in
      consideration of the respective covenants and agreements
hereinafter set forth and for good and valuable
      consideration (the receipt and sufficiency of which
are hereby acknowledged), the parties hereby agree
      as follows: 





	ARTICLE I -
      DEFINITIONS





	For purposes of this Agreement,
      the following terms shall have the meanings indicated:
      

“Affiliate” shall mean any person, partnership, joint venture, corporation or
      other form of
enterprise that
      directly or indirectly controls, or is controlled by, or is under common
      control
with, a party to this
      Agreement. For the purposes of this paragraph, “control” shall
      mean
possession, directly or
      indirectly, of the power to direct or cause direction of management
      and
policies through ownership of
      voting securities, contract, voting trust or otherwise.
      

“Agreement”
      shall mean this Gold Forward Sales Contract, as it may be amended,
      restated,
extended or otherwise
      modified from time-to-time. 

“Business
      Day” shall mean a day, other than
      a Saturday or a Sunday, on which commercial banks
are not required to be closed in Fairbanks, Alaska.
      Whenever any action to be taken hereunder
shall be stated to be required to be taken shall be due on a day
      other than a Business Day, unless
otherwise specifically provided for herein, such action shall be
      taken on the next succeeding
Business Day. 

“Common
      Shares” shall mean shares of
      common stock of the Seller. 

“Confirmation
      Letter” shall mean a letter to be
      executed by Purchaser and Seller pursuant to
Section 2.01 which contains terms and conditions
      pertaining to this sales transaction.

“Current Market
      Price” of the Common Shares at any
      date shall mean the price per share equal
to the weighted average price at which the Common Shares have
      traded for the 20 consecutive
Trading Days before the relevant date on any United States or
      Canadian stock exchange on which
the Common Shares are then listed or quoted as may be selected by
      the directors of the Seller or,
if
      the Common Shares are not then listed or quoted on any United States or
      Canadian stock
exchange then on
      such other stock exchange on which the Common Shares are then listed as
      may
be selected by the directors of
      the Seller or, if the Common Shares are not then listed on a
      stock
exchange, on the
      over-the-counter market (provided that, in each case, if such average
      price is not
in United States
      dollars, such price will be translated into United States dollars using
      the then
applicable Exchange Rate);
      provided that, if there is no market for the Common Shares during
      all





	Page 2 of
  10








	or part of such period during
      which the Current Market Price per Common Share would
otherwise be determined, the Current Market Price
      per Common Share shall in respect of all or
such part of the period be determined by a
      nationally recognized firm of certified public
accountants or chartered accountants appointed by
      the Seller (who may be the Seller’s auditors). 

“Deficiency
      Quantity” shall mean with respect
      to a particular Delivery Date the amount by
which the Required Quantity of Gold for such
      Delivery Date exceeds the quantity of Gold
actually delivered hereunder with respect to such Delivery Date.
      

“Delivery Date” shall mean the date or dates specified as such in a Confirmation
      Letter. 

“Delivery Point” shall mean the location specified as such in a
      Confirmation Letter to which a
Required Quantity of Gold shall be delivered on a Delivery Date.
      Purchaser is responsible for all
delivery costs from Fairbanks, Alaska to Delivery Point, including,
      but not limited to, shipping,
certification, and insurance costs. 

“Designated
      Properties” shall mean the
      properties owned or controlled by Seller specified in
Exhibit B,
      attached hereto and incorporated herein by reference, from which the Gold
      shall be
recovered.
      

“Effective Date”
      shall be the date so specified in
      a Confirmation Letter and shall be the effective
date of this Agreement. 

“Exchange
      Rate” means, on any date for
      determination, the rate at which United States dollars
may be exchanged into other currency calculated by
      reference to such publicly available service
for displaying exchange rates of a major bank in
      the City of New York as may be determined by
the Seller. 

“Force
      Majeure” shall mean a failure by
      Seller to perform one or more obligations hereunder to
the extent that such failure is caused by war;
      riot; insurrection; fire; explosion; sabotage; strikes
or other labor or industrial disturbances; acts of
      God or the elements, including, but not limited to
extraordinarily inclement weather for the Chandalar
      Lake area and earthquakes; Governmental
Requirements; disruption or breakdown of production or
      transportation facilities, failures of
contract transporters to deliver a Required Quantity of Gold; or by
      any other cause, similar or
dissimilar, reasonably beyond the control of Seller.
      

“Gold” shall
      mean pure gold and the trading unit is one fine troy ounce. The agreed
      fine gold
content in troy ounces of
      bar weights shall be the same as established by the London
      Bullion
Market
      Association.

“Governmental Requirement” shall mean all judgments, orders, writs,
      injunctions, decrees,
awards, laws,
      ordinances, statutes, regulations, rules, permits, certificates, licenses,
      authorizations
and the like of any
      government or any commission, board, court, agency, instrumentality
      or
political subdivision thereof.
      

“Delivery Date Index Price” shall mean the immediate next London PM Fix price
      for fine gold
after a Delivery Date
      or termination date; provided if such price cannot be determined,
      the
Delivery Date Index Price shall
      be any alternative agreed to in writing by Seller and Purchaser.
      

“Initial Index Price” shall mean the immediate next London PM Fix price for fine gold
      on the
date and time the
      Confirmation Letter is signed by the Purchaser or such other date as
      specified in
this Agreement.
      





	Page 3 of
      10








	“Person” shall mean any
      individual, corporation, company, partnership, joint venture,
      trust,
unincorporated association,
      government or any commission, board, court, agency,
      instrumentality
or political
      subdivision thereof, any other entity or any trustee, receiver, custodian
      or similar
official.
      

“Prepaid Price” shall be the dollar amount to be paid to Seller on the Effective
      Date as set forth
in the
      Confirmation Letter 

“Purchaser’s
      Gold” shall have the meaning
      specified in Section 2.06. 

“Required
      Quantity” shall mean the number of
      Troy ounces of Gold to be delivered and
received on a given Delivery Date pursuant to this Agreement as
      specified in the Confirmation
Letter, based on the Prepaid Price and the lesser of either (i)
      $850 per ounce of fine gold or (ii) a
25% discount to the Initial Index Price, and subject to adjustment
      as set forth herein.

“Trading Day” means any day on which trading occurs on the Over
      the Counter Bulletin Board 
(or
      such other exchange or market provided for in the definition of
      “Current Market
      Price”).






	ARTICLE II - SALE
      AND PURCHASE OF GOLD





	2.01 - SALE AND PURCHASE OF
      GOLD. On or before the Effective
      Date of this
Agreement, Purchaser
      and Seller shall execute a Confirmation Letter which shall specify
      a
mutually ac/[ceptable Prepaid
      Price, payable on the Effective Date and, for each Delivery
      Date,
the Delivery Point and the
      Required Quantity of Gold. On the Effective Date, Purchaser shall
      pay
to Seller the Prepaid Price by
      wire transfer of immediately available funds to the
      account
designated by Seller, set
      forth in Appendix B hereto. Seller shall deliver, or cause to
      be
delivered, to the Purchaser or
      to the account of Purchaser, on each Delivery Date, at
      each
Delivery Point, the Required
      Quantity of Gold all as set forth in the Confirmation Letter
      subject
to the terms and conditions
      set forth in this Agreement. Purchaser hereby agrees to
      accept
delivery of such Gold. The
      Prepaid Price shall constitute payment in full of the purchase price
      of
the Gold to be delivered
      hereunder.

2.02 MEASUREMENT
      AND QUALITY. All Gold delivered
      pursuant to this Agreement to a
specific Delivery Point shall be measured by the operator of such
      Delivery Point in accordance
with
      its standard practices.

2.03
      DELIVERY AND RECEIPT OF GOLD. Seller shall take such action as shall be
necessary to schedule the delivery and receipt of
      such Gold at the Delivery Point on each
Delivery Date in compliance with all rules, regulations and
      procedures, if any, applicable at such
Delivery Point. Except as otherwise provided in Article III hereof,
      Purchaser shall arrange for
receipt
      of Gold at the Delivery Point.

2.04 PAYMENT OF COSTS AND FEES. Seller shall pay all costs in connection with
transportation of the Gold to Fairbanks, Alaska and
      shall be responsible for the payment of all
closing fees (whether charged to Seller or
      Purchaser) payable in connection with delivery of Gold
hereunder to Fairbanks, Alaska. Purchaser is
      responsible for all delivery costs from Fairbanks,
Alaska to Delivery Point, including, but not
      limited to, shipping, certification, and insurance
costs. 





	Page 4 of
  10












	
Seller shall be responsible hereunder for all insurance, storage, processing, separation, handling, 

treating, gathering, transportation, security or other costs, fees, taxes or expenses with respect to 

the Gold delivered hereunder until delivery in Fairbanks, Alaska. Purchaser is responsible for all 

such costs from Fairbanks, Alaska to the Delivery Point. 



2.05 FAILURE TO DELIVER.



 (a) If, for reasons other than the occurrence of a Force Majeure, Seller is unable to 

deliver the Required Quantity of Gold to the Purchaser at the Delivery Point in the amounts 

agreed upon in the Confirmation Letter, Seller shall pay, as liquidated damages, any additional 

insurance, storage, handling, transportation, security or other costs, fees or expenses with respect 

to the Gold to be delivered hereunder until such delivery occurs. If Purchaser is unable to receive 

the Required Quantity of Gold from Seller at the Delivery Point in the amounts agreed upon in 

the Confirmation Letter, Seller shall be obligated to deliver and Purchaser shall be obligated to 

receive, the Required Quantity of Gold at a comparable Delivery Point reasonably acceptable to 

Seller and Purchaser at a mutually agreeable time, in which case Purchaser shall pay, as 

liquidated damages, any additional insurance, storage, handling, transportation, security or other 

costs, fees or expenses incurred by Seller with respect to the Gold to be delivered hereunder until 

such delivery occurs.



 (b) If as a result of a Force Majeure, Seller is unable to meet its delivery obligation 

with respect to a Delivery Date at a Delivery Point, Seller shall pay and hereby agrees to pay to 

Purchaser, as liquidated damages, the Delivery Date Index Price times the Deficiency Quantity of 

Gold with respect to that Delivery Date.  Seller shall pay any and all amounts due under this 

Section 2.05 by wire transfer of immediately available funds to such account as Purchaser may 

designate not later than 5:00 p.m. Fairbanks, Alaska within 3 Business Days following the 

applicable Delivery Date. 



 (c) If Seller is unable to perform its obligations to deliver the Required Quantity of 

Gold hereunder for any reason, Seller shall give notice and full particulars of such event to 

Purchaser as soon as reasonably possible and, if such failure is a result of Force Majeure, shall 

take all reasonable actions necessary to remedy the event of Force Majeure before the Delivery 

Date. 



2.06 POSSESSION, TITLE AND RISK. Possession of and title to Gold delivered shall pass 

from Seller to Purchaser at the Delivery Point when the Gold is accepted by Purchaser or for 

Purchaser’s account and is weighed and recorded (upon acceptance, such Gold shall be referred 

to as “Purchaser’s Gold”). Until such acceptance, Seller shall be deemed to be in control and 

possession of, have title to, and be responsible for all such Gold and, after such time, Purchaser 

shall be deemed to have title to all such Gold until such time as it is sold to any Third Party 

Purchaser in accordance with the provisions of Article III of this Agreement. The Gold to be 

delivered by Seller to Purchaser shall be free and clear of all liens including taxes and royalties 

for which Seller is responsible, except for those in favor of Purchaser. 



2.07 RE-CALCULATION OF REQUIRED QUANTITY OF GOLD.  In the event that the 

Prepaid Price is not paid in full to Seller within 5 business days of the Effective Date, the Seller, 

at its sole discretion, has the option to adjust the Required Quantity of Gold to that quantity of 

Gold that can be purchased with the Prepaid Price based on the lesser of either (i) $850 per ounce 

of fine gold or (ii) a 25% discount to the Initial Index Price on the date such Prepaid Price is 

actually received in full by the Seller.



Page 5 of 10 
















	
In the event that the Prepaid Price is not paid in full to Seller within 5 business days of the 

Effective Date and the Purchaser elects to accelerate the Delivery Date of the Required Quantity 

of Gold according to section 2.08, the Seller, at its sole discretion, has the option to adjust the 

Required Quantity of Gold to that quantity of Gold that can be purchased with the Prepaid Price 

based on the lesser of either (i) $960 per ounce of fine gold or (ii) a 15% discount to the Initial 

Index Price on the date such Prepaid Price is actually received in full by the Seller.



2.08 PURCHASER OPTION TO ACCELERATE DELIVERY DATE  Purchaser has the 

option to elect to accelerate the Delivery Date and receive the Required Quantity of Gold on 

October 31, 2010. Such election must be made by October 20, 2010, and if made, the Required 

Quantity of Gold to be delivered will be adjusted to equal that quantity of Gold that can be 

purchased with the Prepaid Price based on the lesser of either (i) $960 per ounce of fine gold or 

(ii) a 15% discount to the Initial Index Price.



2.09 PURCHASER OPTION TO RECEIVE COMMON SHARES  At the option of the 

Purchaser, the amount equal to the Prepaid Price is payable in an amount of Common Shares 

equal to the Prepaid Price converted into Common Shares at $0.45 per Common Share. Such 

election must be made by October 20, 2010, and if made, the Required Quantity of Gold to be 

delivered shall be reduced to zero.



ARTICLE III - MARKETING 



3.01 DESIGNATION OF AGENT, THIRD PARTY CONTRACTS. If Seller consents to so 

act, Purchaser hereby designates Seller to be the agent for Purchaser and in such instance, Seller 

shall be and hereby is authorized to so act. Upon Purchaser’s written direction Seller acting as 

Purchaser’s agent, will effect on behalf of Purchaser the sale of Purchaser’s Gold, pursuant to a 

firm contract satisfying the following requirements: (a) the third party purchaser 

(“Counterparty”) will be approved by Purchaser in writing; unless Seller delivers Purchaser’s 

Gold for cash or cash equivalent; (b) the Counterparty shall be responsible for all transportation, 

storage, handling and other costs, fees or expenses, and all taxes applicable to Purchaser’s Gold

at and after the time title passes to the Counterparty; (c) all third party contracts shall be with a 

bona fide third party on an arms-length basis. Seller will pay to Purchaser the Delivery Date 

Index Price per Troy ounce for all of Purchaser’s Gold sold pursuant to a Third Party Contract by 

wire transfer not later than 5:00 p.m. Fairbanks, Alaska time on the Business Day next following 

such third party sale. Seller will be entitled to retain as a marketing fee all amounts received in 

excess of the Delivery Date Index Price of such Purchaser’s Gold and Seller shall be solely liable 

for any shortfall. Seller shall promptly provide Purchaser an accounting of the payment made on 

such Delivery Date, including the volume of Purchaser’s Gold sold (b) the Deficiency Quantity, if 

any, and (c) the Delivery Date Index Price for such Delivery Date.



ARTICLE IV - REPRESENTATIONS AND WARRANTIES 



4.01 REPRESENTATIONS AND WARRANTIES OF THE SELLER. Seller represents and 

warrants to Purchaser that: 



(a) Seller is a corporation, duly formed, validly existing and in good standing under 

the laws of the State of Alaska and has all requisite power and authority to own 

its properties, to conduct its business as conducted at present and to execute, 

deliver and perform under this Agreement.



Page 6 of 10 











	(b)   
        	The execution, delivery and
      performance by Seller of this Agreement have been duly authorized by all
      necessary corporate action. This Agreement has been duly executed and
      delivered to Purchaser by Seller and is the legal, valid and binding
      obligation of Seller. 
	 
	(c)   
        	Neither the execution,
      delivery and performance by Seller of this Agreement nor the consummation
      of the transactions contemplated by this Agreement will result in or
      require the creation or imposition of any lien on any properties, assets
      or revenues of Seller. 
	 
	(d)   
        	Seller is in compliance in
      all material respects with all applicable Governmental Requirements.
      Seller has good and indefeasible title to the Designated Properties, free
      and clear of all liens except as set forth in Exhibit A. 
	 
	(e)   
        	The Designated Properties
      contain drill-defined quantities of readily recoverable Gold in excess of
      those required to meet all of Seller’s obligation hereunder in the
      Required Quantities at the designated Delivery Points on each Delivery
      Date. 
	 
	 	Except as disclosed in the
      Seller’s reports filed with the United States Securities and Exchange
      Commission, there are no suits, investigations or proceedings pending or
      threatened against Seller or the Designated Properties except those
      disclosed in the Exhibit B. The Designated Properties are unencumbered by
      obligations except as disclosed in the Exhibit B. 
	 



	4.02 REPRESENTATIONS AND
      WARRANTIES OF PURCHASER.
      Purchaser represents
and
      warrants to the Seller that Purchaser has full power and authority to
      enter into this Agreement
and has
      taken all necessary action to authorize its performance under this
      Agreement in
accordance with its
      terms.

4.03 MUTUAL
      REPRESENTATIONS AND WARRANTIES.
      Seller and Purchaser
acknowledge
      that this Agreement constitutes a forward contract within the meaning of
      the United
States Bankruptcy Code
      and the Internal Revenue Code. 

4.04 COVENANTS OF THE
SELLER.





	 	
      (a) Seller shall deliver to Purchaser a
      current report covering the Designated 
Properties, setting forth information regarding the quantities and
      proposed 
production from the
      Designated Properties.

(b)
      Seller shall maintain the Designated Properties in a good and workmanlike
      
manner as would a prudent operator
      and in accordance with customary industry 
practices and all applicable laws, rules and
      regulations.

(c) Seller will
      pay all royalties affecting any of the Designated Properties and all
      
costs of production and operating
      expenses incurred in connection with the 
Designated Properties or the production of any mineral or mineral
      materials 
therefrom and all taxes
      incurred in connection with any sales transaction under 
this Agreement; Seller shall duly discharge all
      taxes, assessments and other 
governmental charges imposed upon the Designated Properties or the
      Gold 
produced therefrom, except
      (i) such taxes, assessments, or charges as are being 
contested in good faith by appropriate proceedings
      and for which adequate 
reserves
      have been established in accordance with generally accepted accounting
      
principles and (ii) taxes imposed
      on Purchaser as a result of this transaction. 


      Page 7 of 10










	 	
      Seller will not assign or otherwise
      transfer any interest in any of the Designated
Properties, other than sales to third parties for
      fair market value, in cash in an
arms-length transaction. Notwithstanding the foregoing, nothing
      contained herein
shall be deemed to
      preclude Seller from entering into or forming a joint
      venture
or similar arrangement for
      the production of gold from the Designated
Properties, subject to the terms of this Agreement. 


      ARTICLE V - DEFAULT, SECURED
      TRANSACTION 






	5.01 EVENTS OF
      DEFAULT. Each of the following
      events shall constitute an “Event
      of
Default” by the Seller under this
      Agreement:

(a) Seller shall
      fail to perform or observe any term, covenant or agreement contained in
      this
Agreement; (b) a warranty made
      by the Seller in this Agreement shall prove to have been
incorrect in a material respect when made; or (c)
      Seller shall generally not pay its debts as such
debts become due.

5.02 REMEDIES BY THE PURCHASER. If an Event of Default has occurred, Purchaser
      may
designate a termination date
      for this Agreement. Upon the designation of a termination date,
      the
obligation of Seller to make
      any further deliveries of Gold under this Agreement will
      terminate,
and Seller’s appointment
      as Purchaser’s agent under Article III of this Agreement will
      likewise
terminate. If notice of
      the termination date is given, Seller shall pay to the Purchaser an
      amount
equal to the Delivery Date
      Index Price of any Deficiency Quantity within 3 Business Days
      after
the termination date.
      

At the option of Purchaser,
      the amount equal to the Delivery Date Index Price of any
      Deficient
Quantity is payable in
      either (i) cash or (ii) an amount of Common Shares equal to the
      Delivery
Date Index Price of any
      Deficiency Quantity converted into Common Shares at the greater
      of
$0.15 per Common Share or 75% of
      the Current Market Price per Common Share on the Delivery
Date. 

5.03 SECURITY INTEREST IN SEVERED GOLD. Seller hereby grants Purchaser a
priority security interest in all Gold recovered
      from the Designated Properties which security
interest shall remain in effect until the Required
      Quantities of Gold are delivered to Purchaser or
Purchaser’s agent at the Delivery Points on the
      Delivery Dates. 

5.04 OTHER
      REMEDIES. If all amounts payable
      when due under Section 5.02 shall not have
been received by Purchaser on such date, Purchaser may immediately
      enforce its rights, at law or
in
      equity. 





	ARTICLE VI –
      PURCHASE OF CLASS E WARRANTS





	6.01 PURCHASE OF CLASS E
      WARRANTS. The Purchaser hereby
      irrevocably agrees to
purchase
      Class E Warrants from Seller on the following terms. For each dollar of
      gold purchased,
the Purchaser will
      receive one-half of a Class E Warrant. Each whole Class E Warrant
      is
exercisable to purchase one
      Common Share at an exercise price of $0.65 for a period of two
      years
following the Effective Date.
      The Purchaser will deliver a fully completed subscription
agreement as attached hereto as Appendix A
      and agrees to be bound by the representations,
warranties and covenants in such subscription
      agreement as if set forth herein in full in relation to
this Agreement to the extent that this Agreement is
      considered a security of the Seller. The
Purchaser further agrees, without limitation, that the Seller may
      rely upon the Purchaser’s
representations, warranties and covenants contained in such
      subscription agreement and the





	Page 8 of
      10








	 	attachments thereto. The Class E
      Warrants will have the terms set forth in the subscription
agreement.

ARTICLE VII - NOTICES, MISCELLANEOUS 

7.01 NOTICES. All notices and other communications provided for hereunder shall
      be in
writing and mailed, delivered
      or telecopied:





	 	To
Seller:





	 	Goldrich Mining Company
      
3412 South Lincoln Drive
      
Spokane, WA 99203-1650
      
Attention: William Schara, Chief
      Executive Officer
Telephone No.:
      (509) 728-4468 
Telecopier No.:
      (509) 695-3289 
Email:
      wschara@goldrichmining.com 





	           To
      Purchaser: In accordance with the information set forth in the
      Confirmation Letter.

All
      notices and communications shall be effective upon receipt.
  





	
      7.02
      MISCELLANEOUS.

(a) If any
      amounts payable under this Agreement are not paid when due, then such
      
overdue amounts shall bear
      interest for each day until paid in full, payable on 
demand at the lesser of the U.S. Base Rate plus
      four percent (4%) per annum, as 
it
      changes from time to time, or eight percent (8%) compounded annually.
      Seller 
may at its sole discretion
      elect to pay any interest due and owing under this 
Agreement in either (i) cash or (ii) Common Shares
      (converted based on the 
Current
      Market Price at the time of payment.

(b) This Agreement shall be governed by and construed in accordance
      with the laws 
of the State of
      Alaska. In the event that any provisions contained in this
      
Agreement shall be unenforceable
      under applicable law the enforceability of the 
remaining provisions shall not be impaired. All
      amounts of money refer to 
United
      States Dollars.

(c) This
      Agreement shall inure to the benefit of and be binding upon the Seller,
      the 
Purchaser and their respective
      successors and assigns. Seller will not assign any 
rights or delegate any obligations hereunder,
      except to an Affiliate, without the 
prior written consent of Purchaser, which consent shall not be
      unreasonably 
withheld. Purchaser
      will not assign its rights hereunder to any third party without
      
the prior written consent of
      Seller, which consent shall not be unreasonably 
withheld, except to an Affiliate or to a financial
      institution, to which it may 
assign without consent.

(d) This Agreement constitutes the entire agreement between the
      parties hereto with 
respect to the
      subject matter hereof and supersedes any prior agreement, 
undertaking, declarations commitments or
      representations written or oral, in 
respect thereof.


      Page 9 of 10









	(e)   
        	This Agreement may not be
      modified or amended except by an instrument in writing signed by the
      Purchaser and the Seller or by their respective successors or permitted
      assigns. 
	 
	(f)   
        	No failure to exercise and
      no delay in exercising any right hereunder shall operate as a waiver
      thereof nor shall any single or partial exercise of any right hereunder
      preclude any other or further exercise thereof or the exercise of any
      other right. 
	 
	(g)   
        	The remedies herein provided
      are cumulative and not exclusive of any remedies provided by law except as
      otherwise expressly provided herein. Time is of the essence of this
      Agreement. 
	 
	(h)   
        	This Agreement may be
      executed in counterparts, each of which may be delivered in original, by
      email or facsimile form but each of which so executed shall be deemed to
      be an original and such counterparts together shall constitute one and the
      same instrument. 
	 
	(i)   
        	Each party hereto agrees
      that it will not disclose, without the prior consent of the other (other
      than to its employees, auditors or counsel), any information with respect
      to this Agreement; provided
      that nothing contained herein
      shall prevent disclosure of any such information (a) as has become
      generally available to the public, (b) as may be required or appropriate
      in response to any summons or subpoena or in connection with any
      litigation, or (c) in order to comply with any law, order, regulation or
      ruling applicable to such party. 
	 



	7.03 ARBITRATION.
      All disputes between the parties
      to this Agreement shall be resolved by
binding arbitration conducted by a single arbitrator in Fairbanks,
      Alaska or such other location
mutually agreed upon by the parties. The arbitration shall be
      conducted in accordance with the
Commercial Arbitration Rules of the American Arbitration
      Association. The arbitrator shall
minimize the time and cost of the proceedings. Each party hereby
      waives its right to recover
exemplary or punitive damages in connection with any dispute. The
      arbitrator shall render his
final
      decision within twenty (20) days of the completion of the final hearing.
      The arbitrator’s
decision shall be
      final and non-appealable. Judgment upon any award rendered in the
      arbitration
proceeding may be
      entered by, any federal or state court having jurisdiction. All costs
      of
arbitration shall be borne
      equally by the parties. 

IN
      WITNESS WHEREOF the parties hereto have executed this Agreement as of the
      Effective
Date.





	Seller:





	Purchaser:





	GOLDRICH MINING
      COMPANY





	By:
      
______________________________





	By:
      
______________________________





	William Schara, Chief Executive
      Officer





	Page 10 of
  10