EXHIBIT 4.14  








OPTION AGREEMENT 



THIS AGREEMENT MADE OF AS OF THE
30th DAY OF September, 2004 (the “Effective Date”). 



BETWEEN: 



	  	
CONSOLIDATED
ODYSSEY EXPLORATION INC., a company duly incorporated under the laws of
the Province of British Columbia, having a place of business at Suite 303, 595 Howe
Street, Vancouver, British Columbia, V6C 2T5;  






	  	
(“ODE”) 








AND: 



	  	
WHITE
KNIGHT GOLD (U.S.) INC., a company duly incorporated under the laws of Delaware
having a place of business at 121 Woodland Avenue, Suite 140, Reno,
Nevada, 89523;  






	  	
(“WKG”) 







AND: 



	  	
WHITE
KNIGHT RESOURCES LTD., a company duly incorporated under the laws of the
province of British Columbia, having a place of business at Suite 922, 510 West Hastings
Street, Vancouver, British Columbia, V6B 1L8.  






	  	
(“WKR”) 








WHEREAS: 



     A.    
          WKG is the registered and beneficial owner of 107 unpatented mineral claims (the
          “Property”), referred to by WKG as the New Pass Property, and located
          in Churchill County, State of Nevada, as more particularly described in Exhibit
          A attached hereto; 



     B.    
          WKG wishes to grant an option to ODE, and ODE wishes to acquire an option from
          WKG, to acquire a 50% interest in and to the interest of WKG in and to the
          Property upon the terms and conditions set forth in this Agreement; 



     C.    
          WKR is the registered and beneficial owner of the issued and outstanding shares
          of WKG and has agreed to give certain representations to ODE. 




















2 









NOW THEREFORE THIS AGREEMENT
WITNESSES THAT in consideration of the covenants and agreements herein contained, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto covenant and
agree each with the other (the “Agreement”) as follows: 



	1.  	   	Representations
and Warranties  






1.1     In order to induce ODE to enter
into this Agreement and complete its transactions contemplated hereunder, WKG and WKR
jointly and severally represent and warrant to ODE that to the best of their knowledge: 



	  	(a)  	  	WKG
is a company duly incorporated under the laws of the State of Delaware,
               validly exists and is in good standing with respect to its annual
corporate                filings;  






	  	(b)  	  	WKR:  






	  	  	(i)  	  	owns
all of the issued and outstanding shares of WKG;  






	  	  	(ii)  	  	is
a company duly incorporated under the laws of British Columbia, validly
               exists and is in good standing with respect to the filing of annual
reports;  






	  	(c)  	  	WKG
holds all licenses and permits that are required for carrying on its
               business in the manner in which such business has been carried on;  






	  	(d)  	  	WKG
is the registered and beneficial owner of the Property free and clear of all
               liens, charges and encumbrances of any kind whatsoever;  






	  	(e)  	  	the
Property has been validly staked, located, recorded and properly acquired by
               WKG in accordance with all applicable laws and regulations of the State of
               Nevada;  






	  	(f)  	  	the
Property is in good standing with respect to all filings and all taxes,
               charges and assessments have been paid in full as are required under all
               applicable laws and regulations of the State of Nevada;  






	  	(g)  	  	except
as provided for by this Agreement, there are no outstanding agreements or
               options of any kind whatsoever to acquire or purchase the Property or any
               interest in the Property of any kind whatsoever, and no person has any
royalty                or other interest of any kind whatsoever in the Property except as
provided for                herein;  






	  	(h)  	  	except
as provided for by this Agreement, to the best of the knowledge of WKG                and
WKR there are no adverse claims or challenges of any kind whatsoever,
               including without limitation, claims or challenges by native or  























3 










	  	
aboriginal
peoples, against or to the ownership of, or title to, the Property nor, to the best of
its knowledge, is there any basis therefor;  






	  	(i)  	  	except
as provided for by this Agreement, to the best of the knowledge of WKG                and
WKR, there are no outstanding environmental problems associated with the
               Property nor are there any outstanding obligations to reclaim or otherwise
               rehabilitate the land on which the Property is located;  






	  	(j)  	  	WKG
is legally entitled to hold the Property and WKG has good and sufficient
               right and authority to enter into this Agreement and to complete all of
its                transactions contemplated under this Agreement on the terms and
conditions                contained herein;  






	  	(k)  	  	the
Property is not the whole or substantially the whole of the undertaking of
               WKG and WKR does not require shareholder approval in order for WKG to
dispose of                the interest in the Property being disposed of pursuant to the
terms of this                Agreement;  






	  	(l)  	  	to
the best of the knowledge of WKG and WKR, there are no material actions,
               suits, judgments, investigations or proceedings of any kind whatsoever
               outstanding, pending or threatened against or affecting WKG at law or in
equity                or before or by any Federal, Provincial, State, Municipal or other
governmental                department, commission, board, bureau or agency of any kind
whatsoever and, to                the best of its knowledge, there is no basis therefor;  






	  	(m)  	  	to
the best of the knowledge of WKG and WKR, the execution and delivery of this
               Agreement, the performance of its obligations under this Agreement and the
               completion of its transactions contemplated under this Agreement will not:  






	  	  	(i)  	  	conflict
with, or result in the breach of or the acceleration of any                indebtedness
under, or constitute default under, the constating documents of WKG                or any
indenture, mortgage, agreement, lease, license or other instrument of any
               kind whatsoever to which WKG is a party or by which it is bound, or any
judgment                or order of any kind whatsoever of any Court or administrative
body of any kind                whatsoever by which it is bound: or  






	  	  	(ii)  	  	result
in the violation of any law or regulation of any kind whatsoever by WKG.  






1.2     The representations and
warranties of WKG and WKG contained in this Agreement shall remain in full force and
effect during the term of this Agreement and they shall also survive the Exercise Date (as
defined below) for a period of one year and remain in full force and effect during that
period. 




















4 









1.3     In order to induce WKG to enter
into this Agreement and complete its transactions contemplated hereunder, ODE represents
and warrants to WKG that to the best of their knowledge: 



	  	(a) 	  	ODE
was and remains duly incorporated under the laws of British Columbia and:  






	  	  	(i) 	  	ODE
is a “reporting issuer” as that term is defined in the Securities
          Act;  






	  	  	(ii) 	  	ODE
is in good standing with respect to the filing of annual reports with the           B.C.
Registrar of Companies; and  






	  	  	(iii) 	  	ODE’s
common shares are listed and, as of the Effective Date, posted for           trading on
the TSX Venture Exchange (“TSX”);  






	  	(b)  	  	as
of the Effective Date the authorized share capital of ODE consisted of
               100,000,000 common shares without par value of which 23,268,818 common
shares                were issued and outstanding;  






	  	(c)  	  	ODE
holds all licenses and permits that are required for carrying on its
               business in the manner in which such business has been carried on;  






	  	(d)  	  	to
the best of the knowledge of ODE, there are no material actions, suits,
               judgments, investigations or proceedings of any kind whatsoever
outstanding,                pending or threatened against or affecting ODE at law or in
equity or before or                by any Federal, Provincial, State, Municipal or other
governmental department,                commission, board, bureau or agency of any kind
whatsoever and, to the best of                its knowledge, there is no basis therefor;  






	  	(e)  	  	to
the best of its knowledge, ODE is not in breach of any law, ordinance,
               statute, regulation, by-law, order or decree of any kind whatsoever;  






	  	(f)  	  	ODE
has good and sufficient right and authority to enter into this Agreement and
               complete its transactions contemplated under this Agreement on the terms
and                conditions set forth herein; and  






	  	(g)  	  	to
the best of its knowledge, the execution and delivery of this Agreement, the
               performance of its obligations under this Agreement and the completion of
its                transactions contemplated under this Agreement will not:  






	  	  	(i)  	  	conflict
with, or result in the breach of or the acceleration of any                indebtedness
under, or constitute default under, the Memorandum or Articles of                ODE or
any indenture, mortgage, agreement, lease,  






















5 









	  	
license
 or other instrument of kind whatsoever to which ODE is a party or by which it is
bound, or any judgment or order of any kind whatsoever of any Court or administrative
body of any kind whatsoever by which ODE is bound; or  






	  	  	(ii) 	  	result
in the violation of any law or regulation of any kind whatsoever by ODE.  






1.4     The representations and
warranties of ODE contained in this Agreement shall remain in full force and effect during
the term of this Agreement and they shall also survive the Exercise Date (as defined
below) for a period of one year and remain in full force and effect during that period. 



	2.  	  	Option  






2.1     Subject to the terms of this
Agreement, WKG hereby grants to ODE the sole and exclusive right and option (the
“Option”) to acquire from WKG a 50% interest in all of WKG’s right, title
and interest in and to the Property free and clear of all liens, charges and encumbrances
of any kind. 



2.2     Subject to the terms of this
Agreement, in consideration of the grant of the Option by WKG to ODE, ODE shall, during a
four-year Earn-In Period commencing as of the Effective Date and terminating on the
Exercise Date (as defined below): 



	  	(a) 	  	pay
to WKG the sum of USD$500,000 as follows (the “Cash Payments”):  






	  	  	(i) 	  	the
sum of USD$50,000 upon execution of this Agreement;  






	  	  	(ii) 	  	the
additional sum of USD$75,000 on or before September 30, 2005;  






	  	  	(iii) 	  	the
additional sum of USD$125,000 on or before September 30, 2006;  






	  	  	(iv) 	  	the
additional sum of USD$250,000 on or before September 30, 2007;  






	  	(b) 	  	issue
to WKR 500,000 common shares of its capital stock as follows (the           “Share
Issuances”):  






	  	  	(i) 	  	100,000
shares within 10 days of receiving TSX Venture Exchange acceptance of           this
Agreement, if necessary;  






	  	  	(ii) 	  	an
additional 100,000 shares on or before September 30, 2005;  






	  	  	(iii) 	  	an
additional 100,000 shares on or before September 30, 2006; and  



















6 








	  	  	(iv) 	  	an
additional 200,000 shares on or before September 30, 2007;  






	  	(c)  	  	expend,
on the exploration, development and mining of the Property, the sum of
               US$2,000,000 as follows (“Work Expenditures” as further defined
in                Exhibit B):  






	  	  	(i) 	  	USD$250,000
on or before September 30, 2005 (this expenditure is a Firm           Commitment);  






	  	  	(ii) 	  	an
additional USD$500,000 on or before September 30, 2006;  






	  	  	(iii) 	  	an
additional USD$600,000 on or before September 30, 2007; and  







	  	  	(iv) 	  	an
additional USD$650,000 on or before September 30, 2008.  






	  	
Notwithstanding
the above provisions of paragraph 2.2(c)(i), the obligation of ODE to incur the Firm
Commitment may be waived if ODE notifies WKG (“the Firm Commitment Notice”)
that a qualified person (“QP” – as defined in National Instrument 43-101)
retained by ODE has recommended that no further Work Expenditures be incurred in respect
to the Property and a QP retained by WKG confirms such opinion. The Firm Commitment
Notice must be given by ODE to WKG not later than 90 days prior to September 29, 2005.
Upon the Firm Commitment being waived, this Agreement will terminate immediately subject
to the provisions of paragraph 7.3 (a), (c), (d) and (e).  






	  	(d)  	  	commencing
with the costs due in 2004 and during the term of this Agreement, pay                the
annual land holding costs necessary to maintain the Property in good
               standing, including the costs to be paid to the Bureau of Land Management
and                all County costs.  






Upon ODE having fulfilled all of the
obligations required under subparagraphs 2.2(a), (b), (c) and (d), the Option shall be
deemed exercised by ODE on the date the last of such Cash Payments and Share Issuances
were made and Work Expenditure obligations were fulfilled (the “Exercise Date”)
and 50% of WKG’s right, title and interest in and to the Property shall vest in ODE
on the Exercise Date free and clear of all liens, charges and encumbrances of any kind
whatsoever. 



2.3     With respect to the Work
Expenditures referred to in subparagraph 2.2(c), ODE shall be the operator responsible for
completing the work programs and ODE shall: 



	  	(a)  	  	no
later than 30 days after the end of each 12 month period after the Effective
               Date, provide WKG with reports showing in reasonable detail the work
performed,                the expenditures incurred and the results obtained in the
preceding 12-month                period. WKG is entitled at its own risk and  




















7 








	  	
expense
to visit the Property provided that such visits are duly coordinated to cause minimum
disruption to work programs. WKG has the right to review data pertaining to the Property
on site or at ODE’s offices provided that such review are coordinated with ODE. In
addition, ODE will forward copies of all assay and other analytical results to WKG within
30 days of receipt of same by ODE;  






	  	(b)  	  	Maintain
accounts of expenditures in accordance with generally accepted                accounting
standards, and legislative or regulatory requirements. Such accounts                must
be available for inspection and/or audit by WKG, at its cost, provided that
               10 days notice of such inspection is given to ODE.  






2.4     This Agreement and all of the
transactions contemplated hereunder are subject to all necessary approvals of the TSX
Venture Exchange on behalf of ODE. In the event that all such necessary approvals for this
Agreement and all of the transactions contemplated hereunder are not obtained by ODE
within 60 days of the Effective Date, this Agreement shall be deemed terminated and the
provisions of paragraph 7.3 of this Agreement shall apply accordingly. 



	3.0  	  	Property
Obligations  






3.1     ODE hereby acknowledges and
agrees that it is the responsibility of ODE to provide WKG with the funds to pay the land
holding costs necessary to keep the Property in good standing up to and including the
Exercise Date. 



3.2     ODE hereby covenants and agrees
with WKG that while this Agreement is in effect, ODE will not take any action, or fail to
take any action, where such action or failure to take action could lead to the termination
of the interest of WKG in and to the Property. 



3.3     Upon ODE acquiring a 50% interest
in and to the Property, WKG shall deliver to ODE duly executed recordable transfers
together with such supporting documents, if any, as are required to record and effect the
transfer of a 50% interest in and to the Property from WKG to ODE (the
“Transfers”). ODE shall be entitled to record the Transfers at its own cost with
the appropriate government office or offices to effect legal transfer of a 50% interest in
and to the Property into the name of ODE, provided that ODE shall hold its interest in the
Property subject to the terms of this Agreement. 



	4.  	  	Covenants
and Agreements  






4.1     WKG covenants and agrees with ODE
that during the term of this Agreement, ODE and its servants, agents and independent
contractors shall have the sole and exclusive right to explore, develop and mine the
Property including, but not limited to, the sole and exclusive right to: 


















8 








	  	(a)  	  	enter
on the Property and have sole and exclusive and quiet possession thereof;  






	  	(b)  	  	do
such exploration, development and other mining work on the Property as ODE
               may deem advisable;  






	  	(c)  	  	bring
upon and erect upon the Property such buildings, plant, machinery and
               equipment as ODE in its sole discretion may deem advisable (the “Equipment
               and Fixtures”); and  






	  	(d)  	  	remove
from the Property and dispose of such reasonable quantities of rock,                ores,
minerals and metals for the purposes of bulk sampling, obtaining assays or
               making other tests as ODE in its sole discretion may deem advisable; and  






	  	(e)  	  	do
all such further acts as may be, from time to time, reasonably necessary to
               carry out the full intent and meaning of this Agreement.  






4.2     ODE covenants and agrees with WKG
that during the term of this Agreement, ODE will: 



	  	(a)  	  	to
the best of its ability, perform any work that it performs on the Property in
               a good and workmanlike fashion in accordance with sound mining and
engineering                practices and in accordance with all applicable laws and
regulations of all                applicable governmental authorities;  






	  	(b)  	  	be
responsible for all reclamation required by federal, state and local laws,
               rules and regulations, in connection with any activities or operations
conducted                by it or on its behalf on the Property during the Earn-In
Period. WKG will be                responsible for any existing reclamation obligations
pertaining to the Property,                and during the Earn-In Period shall perform
all such obligations in accordance                with applicable federal, state and
local laws, rules and regulations, except to                the extent that ODE notifies
WKG in writing that it wishes to use any surface                areas on the Property
where such reclamation obligations are outstanding, in                which case ODE will
assume such reclamation obligations. If ODE acquires a 50%                interest in the
Property, ODE’s reclamation obligations under this                paragraph 4.2(b)
will become obligations of the Venture;  






	  	(c)  	  	indemnify
WKG and WKR against, and save WKG and WKR harmless from, all costs,
               claims, liabilities, damages and expenses of any kind whatsoever that WKG
or WKR                may incur or suffer in relation to the Property;  






	  	(d) 	  	permit
WKG, or its representative, access to the Property at all reasonable           times duly
co-ordinated with ODE; and  




















9 









	  	(e) 	  	use
its best efforts to obtain the TSX Venture Exchange acceptance of this
          Agreement.  






4.3          ODE and WKG covenant and
agree each with the other that: 



	  	(a)  	  	a
finder’s fee of CAD$20,000 is payable to Don Mosher upon receiving TSX
               Venture Exchange acceptance of this Agreement, and that fee will be paid
jointly                and equally by ODE and WKG, in either cash or share issuances at
each                party’s respective election;  






	  	(b)  	  	during
the term of this Agreement, all information concerning this Agreement or
               any matters arising from this Agreement shall be treated as confidential
by the                parties hereto and shall not be disclosed by either party hereto to
any other                party without the previous written consent of the other party
hereto, such                consent not to be unreasonably withheld, except to the extent
that such                disclosure may be necessary for observance of the requirements
of the securities                commissions, stock exchanges or other legal requirements
or for the                accomplishment of the purposes of this Agreement, and if a
party does not give a                definitive written reply to any request for
permission to disclose on the second                business day following the date
request for same is deemed delivered, consent to                such disclosure shall be
deemed to have been given. ODE and WKG further covenant                and agree to use
their best efforts to coordinate the timing of issuance of any                news
releases to be issued regarding a matter arising from or related to this
               Agreement or the Property;  






	  	(c)  	  	during
the Earn-In Period, ODE shall be responsible for making the payments
               necessary to maintain the Property in good standing by doing assessment
work or                making payments in lieu thereof, and by paying taxes and rentals
and performing                of all other actions which may be necessary in that regard,
(save and except as                otherwise provided for herein) provided that ODE will
provide all necessary                payments and filing material to WKG in a timely
manner and WKG will be                responsible for administering the payments and
filings.  






	  	(d)  	  	prior
to the Exercise Date, and except as otherwise set forth in this Agreement,
               neither WKG nor ODE shall sell, assign, transfer, mortgage, charge or
otherwise                encumber its interest in this Agreement, or any interest it may
acquire in the                Property, or any part thereof, in any manner whatsoever,
without the prior                written consent of the other of WKG and ODE; and  






	  	(e)  	  	notwithstanding
paragraph 4.3(d), both WKG and ODE shall, without the consent of                the
other, be entitled to assign their respective interests to a company (the
               “Parent”) that owns all of the issued and outstanding shares  




















10 









	  	
of
WKG or ODE, respectively, to a wholly-owned subsidiary of the Parent or to a wholly-owned
subsidiary of WKG or ODE provided that the assignor will continue to be liable for all of
its obligations under this Agreement.  






	5.  	   	Vesting
of Interest  






5.1     Upon ODE earning a 50% interest
in the Property, WKR, WKG and ODE will enter into a joint venture agreement (the
“Joint Venture Agreement”) covering further activities at the Property. The
formal Joint Venture Agreement will generally follow the form of the Model Joint Venture
Agreements (Forms 5 and 5A) published by the Rocky Mountain Mineral Law Foundation, and
will contain the terms and provisions set forth in this Section 5, and such other terms
and conditions as are usual and customary for a transaction of this nature and mutually
agreeable (subject to an obligation on the part of each party to negotiate such other
terms and conditions in good faith) to the parties. Until the Joint Venture Agreement is
executed and delivered, the parties agree that they will be legally bound by the
provisions of this Section 5. ODE will be the Manager of the business relationship between
the parties (the “Venture”) under the Joint Venture Agreement and will be
compensated with a management fee calculated as defined in the Joint Venture Agreement
(and set at 10% during the exploration phase, 3% during the development phase, and 1%
during the mining phase). Decisions of the Venture will be made by a Management Committee
consisting of two representatives appointed by each of the Participants, and the vote of
the Manager shall control. 



5.2     Upon ODE earning a 50% interest
in the Property, ODE will have 60 days to elect to either: 



	  	(a)  	  	fund
its 50% share under the terms of a joint venture to be formed at that time
               pursuant to the Joint Venture Agreement; or  






	  	(b)  	  	enter
into a further option to earn an additional 10% interest (to 60% total)
               (the “Additional Interest”) in th e Property by completing a
               Feasibility Study (as defined in Exhibit C) on the Property.  






5.3     If ODE does not timely notify WKG
of ODE’s desire to earn the Additional Interest during the 60-day time period
referred to above, ODE shall have waived its right to earn the Additional Interest, and
the Venture will continue on a 50%-ODE/50%-WKG basis. If ODE makes the election in
paragraph 5.2(b), ODE must complete or arrange for the completion of a Feasibility Study
(as defined in the attached Exhibit C) at any time prior to the date three years after the
effective date of the Joint Venture Agreement (subject to force majeure, including
economic force majeure for any period(s) of time where the average London P.M. fix for
gold for any 60-day period is less than $290 per ounce, provided that in any event the
period for completion of the Feasibility Study may not be extended by more than one year
due to force majeure). ODE will fund all Venture operations through completion of the
Feasibility Study. Upon 


















11 







completion of a Feasibility Study,
each Participant will fund project development according to its Participating Interest
percentage (60%-ODE/ 40%-WKG). 



5.4     Upon receipt by WKG of six copies
of a positive Feasibility Study, WKG will have a 180-day period to either elect to fund
the project in proportion to its Participating Interest or be diluted under the provisions
of this Agreement. During that 180-day period, ODE may continue to conduct Operations on
or for the benefit of the Property in such a manner as it seems fit, and, if WKG decides
not to dilute its interest, then it will promptly reimburse ODE for all expenditures made
by ODE on its behalf during that period. 



5.5      ODE’s Initial Contribution
to the Venture will be deemed to be equal to the actual amount of the ODE’s Work
Expenditures incurred during the Earn-In Period and thereafter through the point of
completion of a Feasibility Study (or an election by ODE not to complete the Feasibility
Study), and the amount of WKG’s combined Initial Contribution will be determined
based on the following formula (where WKG’s contribution equals x): 



	  	
50%   =    [Amount of ODE's Work Expenditures]

50%           
               
        X  






The fraction set forth above shall be
60%/40% if ODE earns the Additional Interest. 



5.6      If a Participant elects to
participate less than fully or not at all in a proposed Program and Budget, the standard
dilution formula set forth in Section 6.3 of Form 5A will apply. Once any
Participant’s Participating Interest is voluntarily reduced to less than 10%, that
Participant’s Participating Interest shall automatically be converted to a 2%
interest in Net Smelter Returns and shall not have any further Participating Interest in
the Venture. If a Participant defaults in contributing to an approved Program and Budget,
then, among the remedies available to it, the non-defaulting Participant may choose to
have the defaulting Participant’s Participating Interest reduced in accordance with
the standard dilution formula plus a penalty of 50% (if the default occurs with respect to
an approved Program and Budget which covers primarily exploration activities), or to have
the defaulting Participant forfeit its entire interest in the Venture (if the default
occurs with respect to an approved Program and Budget which covers primarily development
and/or mining activities), in which case the defaulting Participant shall have the right
to recover from the applicable percentage of Net Smelter Returns set forth above an amount
equal to the positive balance in the defaulting Participant’s Equity Account. 



5.7      During the periods covered by
paragraphs 5.3 and 5.4 above, ODE shall have no obligation to prepare or provide the other
Participants with the opportunity to comment on Programs and Budgets, until it has earned
the Additional Interest. Until it has earned the Additional Interest, however (or until it
has elected not to acquire that Additional Interest), ODE shall be obligated to conduct
operations generally in accordance with the standards applicable to the Manager under the
Joint Venture 

















12 









Agreement (provided that until that time, ODE shall not
be obligated to refer any matters to the Management Committee or to seek Management
Committee approval for any decisions with respect to operations on the Property). 



5.8      The parties agree to make the
same representations and warranties set forth in Section 1 above, effective as of the
effective date of the Joint Venture Agreement. 



5.9      The parties agree that each of
them shall be responsible for their share of liabilities and obligations of the Venture
(including without limitation environmental liabilities and obligations), equivalent to
their Participating Interests in the Venture at the time such obligations or liabilities
are incurred or accrued, notwithstanding any subsequent reduction or conversion of their
Participating Interests. 



5.10      All capitalized terms used in
this Section 5 and not defined herein will have the meaning ascribed to them in Form 5A. 



	6.  	  	Area
of Interest  






6.1      If at any time during the term of
this Agreement either party stakes or otherwise acquires, directly or indirectly, any
right to or interest in any mineral claim, license, lease, grant, concession, permit,
patent or other mineral property interest of any kind whatsoever (the “Holding”)
located wholly or partially within two miles of the external perimeter of the Property (as
of the Effective Date), the acquiring party (the “Acquiror”) shall forthwith
give written notice to the other party of the acquisition of such Holding and all details
with respect to the nature and cost of acquisition of the Holding and the Acquiror shall
offer a 50% interest in the Holding to the other party at a price not exceeding 50% of the
cost of such acquisition (to be paid, as to a 50% interest, in cash when any payments
related to the acquisition are due to be made by the Acquiror) and such interests will, if
accepted in writing by the other party, be subject to the terms of this Agreement. The
other party shall have 30 days from the date such notice is deemed delivered to it within
which to accept the offer to acquire the interest in the Holding and render payment of 50%
of the costs of such acquisition paid to that date by the Acquiror, and if such offer is
not accepted and payment in respect thereof not made within such period of 30 days, the
Acquiror shall be free to retain absolutely or dispose of the Holding without further
advice to, or consultation with, the other party. 



	7.  	  	Termination  






7.1      If at any time prior to the
Exercise Date ODE fails to perform any of its obligations under this Agreement, WKG may
terminate this Agreement provided that: 



	  	(a)  	  	WKG
has first delivered to ODE written notice of such default containing
               particulars of the obligation which ODE has not performed; and  

















13 









	  	(b)  	  	ODE
has not, within 30 days of the date such written notice is deemed delivered
               to it, cured such default or commenced proceedings to cure such default.  






There is no default notice required
on any Cash Payments due, and if a Cash Payment is not made on or before the due date, WKG
may terminate this Agreement immediately. With respect to all other obligations under this
Agreement, WKG may terminate this Agreement at any time after ODE has failed to comply
with subparagraph 7.1(b) above upon delivering written notice of such termination to ODE
and termination shall be effective on the date such notice is deemed delivered and the
provisions of paragraph 7.3 shall apply accordingly. 



7.2      ODE may terminate this Agreement
at any time upon delivering written notice of such termination to WKG and termination
shall be effective on the date such notice is deemed delivered and the provisions of
paragraph 7.3 shall apply accordingly. 



7.3      In the event that this Agreement
terminates pursuant to paragraph 2.4, 7.1 or 7.2, all of ODE’s obligations under this
Agreement shall terminate on the date such notice is deemed delivered, or if terminated by
operation of paragraph 2.4 herein on the date the Agreement is deemed terminated, (the
“Termination Date”), provided that ODE shall: 



	  	(a)  	  	remain
obligated to make any Cash Payments which are due and owing to WKG prior
               to and including the day before the Termination Date;  






	  	(b)  	  	remain
obligated to complete the Firm Commitment described in subparagraph
               2.2(c)(i), and if ODE fails to expend the Firm Commitment on the
exploration,                development and mining of the Property, it will pay the
shortfall of the Firm                Commitment by cash to WKG;  






	  	(c)  	  	if
the notice of termination is given after May 31 in any year, remain obligated
               to fulfill any obligations to be fulfilled for that calendar year,
including                performance of annual drilling commitments and payment of the
annual holding                costs to keep the Property in good standing;  






	  	(d)  	  	deliver
to WKG within 60 days of its request, all data, reports and samples
               pertaining to the Property, together with a comprehensive report on any
work                carried out by ODE on the Property; and  






	  	(e)  	  	have
the right to remove from the Property, within the 12 month period
               commencing from the Termination Date and at its own costs, all of its
Equipment                and Fixtures.  






7.4      Notwithstanding any other term of
this Agreement, ODE may abandon its legal and beneficial interest in any claim or claims
comprising the Property (including any additional claims acquired under the terms of this
Agreement) at any time by 


















14 










notifying WKG of
its intention to do so and by
delivering to WKG a duly executed recordable transfer or transfers of such claim or
claims, together with such supporting documents, if any, as are required to record and
effect the transfer of such claim or claims from ODE to WKG, which transfers shall provide
for the transfer of the claims from ODE to WKG. The abandoned claim or claims shall cease
to be governed by the terms of this Agreement from the date such transfer or transfers are
deemed delivered to WKG by ODE. 



	8.  	  	Force
Majeure  






8.1    
      “Force Majeure” shall mean
any one or more of the following events: 



	  	(a) 	  	an
act of God;  






	  	(b) 	  	a
war, revolution, insurrection, riot, blockade, or any other unlawful act
          against public order or authority;  






	  	(c) 	  	a
strike, lockout, or other industrial disturbance;  






	  	(d)  	  	a
storm, fire, flood, explosion or lightning:  






	  	(e)  	  	the
failure to obtain the approval or any other government, governmental agency,
               commission, board or other tribunal or stock exchange having jurisdiction
on the                circumstances as may be required to the conduct of operations
hereunder or any                governmental, legal restraint or stock exchange imposed
upon such operation; and  






	  	(f)  	  	any
other event which is not reasonably within the control ODE.  






8.2      If ODE is prevented or delayed by
Force Majeure in complying with any of the provisions of this Agreement at any time during
the term of this Agreement, then, if ODE promptly gives written notice of the Force
Majeure including reasonably full written particulars thereof, each of the dates referred
to in paragraph 2.2 shall, following the occurrence of the Force Majeure, be extended by
an amount equal to the number of days as a result of the Force Majeure. 



	9.  	  	Arbitration  






9.1      The parties hereto agree that all
questions or matters in dispute with respect to this Agreement shall be submitted to
arbitration pursuant to the terms hereof. 



9.2      It shall be a condition precedent
to the right of any party hereto to submit any matter to arbitration pursuant to the
provisions hereof that any party intending to refer any matter to arbitration shall have
given prior written notice of its intention to do so to the other party together with
written particulars of the matte in dispute. On the expiration of 10 days from the date
such notice is deemed delivered, the party who gave 
















15 








such notice may proceed to refer the
dispute to arbitration as provided in paragraph 9.3 hereof. 



9.3      The party desiring arbitration
shall appoint one arbitrator, and shall notify the other party of such appointment, and
the other party shall, within 15 days after such notice is deemed delivered, appoint an
arbitrator, and the two arbitrators so named, before proceeding to act, shall, within 30
days of the appointment of the last appointed arbitrator, unanimously agree on the
appointment of a third arbitrator to act with them and be chairman of the arbitration
herein provided for. If the other party shall fail to appoint an arbitrator within 15 days
after notice of the appointment of the first arbitrator is deemed delivered, the first
arbitrator shall be the only arbitrator. If the two arbitrators appointed by the parties
shall be unable to agree on the appointment of the chairman, the chairman shall be
appointed under the provisions of the Commercial Arbitration Act (British
Columbia). Except as specifically otherwise provided in this paragraph, the arbitration
herein provided for shall be conducted in accordance with such Act. The chairman, or in
the case where only one arbitrator is appointed, the single arbitrator, shall fix a time
and place in Vancouver, British Columbia for the purpose of hearing the evidence and
representations of the parties, and he shall preside over the arbitration and determine
all questions of procedure not provided for under such Act or this paragraph. After
hearing any evidence and representations that the parties may submit, the single
arbitrator, or the arbitrators, as the case may be, shall make an award and reduce the
same to writing, and deliver one copy thereof to each of the parties. The expense of the
arbitration shall be paid as specified in the award. 



9.4      The parties agree that the award
of a majority of the arbitrators, or in the case of a single arbitrator, of such
arbitrator, shall be final and binding upon each of them. 



	10.  	  	General  






10.1      Time and each of the terms and
conditions of this Agreement shall be of the essence of this Agreement and any waiver by
the parties of this paragraph 10.1 or any failure by them to exercise any of their rights
under this Agreement shall be limited to the particular instance and shall not extend to
any other instance or matter in this Agreement or otherwise affect any of their rights or
remedies under this Agreement. 



10.2      The Exhibits to this Agreement
are incorporated by reference and the recitals to this Agreement constitute a part of this
Agreement. 



10.3      This Agreement constitutes the
entire Agreement between the parties hereto in respect of the matters referred to herein
and there are no representations, warranties, covenants or agreements, expressed or
implied, collateral hereto other than as expressly set forth or referred to herein. 



10.4                  The headings in
this Agreement are for reference only and do not constitute terms of the Agreement. 




















16 








10.5      No alteration, amendment,
modification or interpretation of this Agreement or any provision of this Agreement shall
be valid and binding upon the parties hereto unless such alteration, amendment,
modification or interpretation is in written form executed by the parties directly
affected by such alteration, amendment, modification or interpretation. 



10.6      Whenever the singular or
masculine is used in this Agreement the same shall be deemed to include the plural or the
body corporate as the context may require. 



10.7      The parties hereto shall execute
and deliver all such further documents and instruments and do all such acts and things as
any party may, either before or after the Exercise Date, reasonably require in order to
carry out the full intent and meaning of this Agreement. 



10.8      Any notice, requests, demands
and other communication to be given under this Agreement shall be in writing and shall be
delivered by hand, email or by facsimile to the parties at their following respective
addresses: 



	  	  	  	To:  	  	
White Knight Gold (U.S.) Inc.

c/o 922, 510 West Hastings Street

Vancouver, British Columbia

V6B 1L8

Attention:   Megan Cameron-Jones

Facsimile:  (604) 681-0180

Email:   info@whiteknightres.com  






	  	  	  	                  To:  	  	
Consolidated Odyssey Exploration Inc.

c/o Suite 303, 595 Howe Street

Vancouver, British Columbia

V6C 2T5

Attention:  Joe DeVries

Facsimile:  (604) 718-2808

Email:   info@odysseyexplorations.com  






or to such other addresses as may be
given in writing by, and construed in accordance with the laws of the Province of British
Columbia. 



10.9      This Agreement shall be subject
to, governed by, and construed in accordance with the laws of the Province of British
Columbia. 



10.10      This Agreement will enure to
the benefit of and be binding upon the parties hereto and their respective heirs,
executors, administrators, successors and permitted assigns. 


















17 









IN WITNESS WHEREOF the parties have
hereunto set their hands and seals effective as of the Effective Date first above written. 






	
THE CORPORATE SEAL OF 

CONSOLIDATED ODYSSEY 

EXPLORATION INC. was hereunto affixed

in the presence of: 



“Basil Pantages” 

_________________________________

Authorized Signatory 





“John Thornton” 

_________________________________

Authorized Signatory 
 
	
) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

)


	






          
          
          c/s 










WHITE KNIGHT GOLD (U.S.) INC.



Per:



“John M. Leask”

_________________________________

Authorized Signatory 








	
THE CORPORATE SEAL OF WHITE 

NIGHT RESOURCES LTD. was hereunto 

affixed in the presence of: 



“John M. Leask” 

_________________________________

Authorized Signatory 





“Gordon P. Leask” 

_________________________________

Authorized Signatory 
 
	
) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

)


	





          
          
          c/s 
























Exhibit A  



The Property 



Churchill County
Recording 



	
Claim Name 	
BLM Serial No. 	
Book 	Page 
	
Pass 1	 	
166821	 	
183	 	
270	 
	Pass 2	 	166822	 	183	 	271	 
	Pass 3	 	166823	 	183	 	272	 
	Pass 4	 	166824	 	183	 	273	 
	Pass 5	 	166825	 	183	 	274	 
	Pass 6	 	166826	 	183	 	275	 
	Pass 7	 	166827	 	183	 	276	 
	Pass 8	 	166828	 	183	 	277	 
	Pass 9	 	166829	 	183	 	278	 
	Pass 10	 	240386	 	207	 	74	 
	Pass 11	 	240387	 	207	 	75	 
	Pass 12	 	240388	 	207	 	76	 
	Pass 13	 	240389	 	207	 	77	 
	Pass 14	 	240390	 	207	 	78	 
	Pass 15	 	240391	 	207	 	79	 
	Pass 24	 	242043	 	208	 	339	 
	Pass 25	 	242044	 	208	 	340	 
	Pass 26	 	242045	 	208	 	341	 
	Pass 27	 	276275	 	222	 	919	 
	Pass 28	 	276276	 	222	 	920	 
	Pass 29	 	276277	 	222	 	921	 
	Pass 30	 	276278	 	222	 	922	 
	Pass 31	 	276279	 	222	 	923	 
	Pass 32	 	276280	 	222	 	924	 
	Pass 33	 	276281	 	222	 	925	 
	Pass 34	 	276282	 	222	 	926	 
	Pass 35	 	276283	 	222	 	927	 
	Pass 36	 	276284	 	222	 	928	 
	Pass 83	 	313388	 	237	 	859	 
	Pass 84	 	313389	 	237	 	860	 
	Pass 85	 	313390	 	237	 	861	 
	Pass 86	 	313391	 	237	 	862	 
	Pass 87	 	313392	 	237	 	863	 
	Pass 88	 	313393	 	237	 	864	 
	Pass 89	 	313394	 	237	 	865	 
	Pass 90	 	313395	 	237	 	866	 
	Pass 91	 	313396	 	237	 	867	 
	Pass 92	 	313397	 	237	 	868	 
	Pass 94	 	313399	 	237	 	870	 
	Pass 95	 	313400	 	237	 	871	 
	Pass 96	 	313401	 	237	 	872	 
	Pass 97	 	313402	 	237	 	873	 





















2 








	
Claim Name 	
BLM Serial No. 	
Book 	Page 
	Pass 99	 	313404	 	237	 	875	 
	Pass 101	 	313406	 	237	 	877	 
	Pass 103	 	313408	 	237	 	879	 








	
Claim Name 	
BLM Serial No. 	
Document No. 
	
NP 16	 	
698322	 	
281379	 
	NP 17	 	698323	 	281380	 
	NP 18	 	698324	 	281381	 
	NP 19	 	698325	 	281382	 
	NP 20	 	698326	 	281383	 
	NP 21	 	698327	 	281384	 
	NP 22	 	698328	 	281385	 
	NP 23	 	698329	 	281386	 
	NP 53	 	698330	 	281387	 
	NP 54	 	698331	 	281388	 
	NP 55	 	698332	 	281389	 
	NP 56	 	698333	 	281390	 
	NP 57	 	698334	 	281391	 
	NP 58	 	698335	 	281392	 
	NP 59	 	698336	 	281393	 
	NP 60	 	698337	 	281394	 
	NP 61	 	698338	 	281395	 
	NP 62	 	698339	 	281396	 
	NP 67	 	698344	 	281401	 
	NP 68	 	698345	 	281402	 
	NP 69	 	698346	 	281403	 
	NP 70	 	698347	 	281404	 
	NP 71	 	698348	 	281405	 
	NP 72	 	698349	 	281406	 
	NP 73	 	698350	 	281407	 
	NP 74	 	698351	 	281408	 
	NP 75	 	698352	 	281409	 
	NP 76	 	698353	 	281410	 
	NP 77	 	698354	 	281411	 
	NP 78	 	698355	 	281412	 
	NP 100	 	698356	 	281413	 
	NP 102	 	698357	 	281414	 
	NP 104	 	698358	 	281415	 
	NP 107	 	698361	 	281418	 
	NP 109	 	698363	 	281420	 
	NP 110	 	698364	 	281421	 
	NP 111	 	698365	 	281422	 
	NP 112	 	698366	 	281423	 
	NP 113	 	698367	 	281424	 
	NP 114	 	698368	 	281425	 
	NP 115	 	698369	 	281426	 
	NP 116	 	698370	 	281427	 
	NP 117	 	698371	 	281428	 





















3 







	
Claim Name 	
BLM Serial No. 	
Document No. 
	NP 118	 	698372	 	281429	 
	NP 119	 	698373	 	281430	 
	NP 120	 	698374	 	281431	 
	NP 121	 	698375	 	281432	 
	NP 122	 	698376	 	281433	 
	NP 123	 	698377	 	281434	 
	NP 125	 	698379	 	281436	 
	NP 127	 	698381	 	281438	 
	NP 128	 	698382	 	281439	 
	NP 129	 	698383	 	281440	 
	NP 205	 	698459	 	281516	 
	NP 206	 	698460	 	281517	 
	NP 241	 	698477	 	281534	 
	NP 242	 	698478	 	281535	 
	NP 243	 	698479	 	281536	 
	NP 244	 	698480	 	281537	 
	NP 245	 	698481	 	281538	 
	NP 246	 	698482	 	281539	 
	N 16	 	795708	 	318549	 




















Exhibit B  



        “Work
Expenditures” shall mean and include all costs or fees, expenses, liabilities and
charges paid or incurred by ODE which are directly related to the exploration, development
and mining of the Property conducted during the Earn-In Period, including without
limitation: 



        (a)              All
costs and expenses incurred in conducting exploration and prospecting
          activities on or in connection with the Property, including, without
limitation,           the preparation of feasibility studies, the active pursuit of
required federal,           state or local authorizations or permits and the performance
of required           environmental protection or reclamation obligations, the building,
maintenance           and repair of roads, drill site preparation, drilling, tracking,
sampling,           trenching, digging test pits, shaft sinking, acquiring, diverting
and/or           transporting water necessary for exploration, logging of drill holes and
drill           core, completion and evaluation of geological, geophysical, geochemical
or other           exploration data and preparation of interpretive reports, and
surveying and           laboratory costs and charges (including assays or metallurgical
analyses and           tests);  



        (b)              All
expenses incurred in conducting development activities on or in connection           with
the Property, the active pursuit of required federal, state or local
          authorization or permits and the performance of required environmental
          protection or reclamation obligations, pre-stripping and stripping, the
          construction and installation of a mill, leach pads or other beneficiation
          facilities for valuable minerals, and other activities, operations or work
          performed in preparation for the removal of valuable minerals from the
Property;  



        (c)              All
costs incurred by ODE in locating mining claims within the Area of Interest,
          including costs and expenses incurred by ODE in conducting negotiations and due
          diligence, attorneys’ fees, and all moneys paid by ODE in acquiring and
          holding such property interests;  



        (d)              All
costs incurred in performing any reclamation or other restoration or           clean-up
work required by any federal, state or local agency or authority, and           all costs
of insurance obtained or in force to cover activities undertaken by or           on ODE’s
behalf on the Property;  



        (e)              Salaries,
wages, expenses and benefits of ODE’s employees or consultants           engaged in
operations directly relating to the Property, including salaries and           fringe
benefits of those who are temporarily assigned to and directly employed           on work
relating to the Property for the periods of time such employees are           engaged in
such activities and reasonable transportation expenses for all such           employees
to and from their regular place of work to the Property;  



        (f)              All
costs incurred in connection with the preparation of pre-feasibility studies           or
a Feasibility Study and economic and technical analyses pertaining to the
          Property, whether carried out by ODE or by third parties under contract with
          ODE;  



















2 








        (g)              Taxes
and assessments, other than income taxes, assessed or levied upon or           against
the Property or any improvements thereon situated thereon for which ODE           is
responsible or for which ODE reimburses WKG;  



        (h)              Costs
of material, equipment and supplies acquired, leased or hired, for use in
          conducting exploration or development operations relating to the Property;
          provided, however, that equipment owned and supplied by ODE shall be chargeable
          at rates no greater than comparable market rental rates available in the area
of           the Property;  



        (i)              Costs
and expenses of establishing and maintaining field offices, camps and           housing
facilities;  



        (j)              Costs
incurred by ODE in examining and curing title to any part of the Property           or
any interest in real property within the Area of Interest, in maintaining the
          Property or any interest in real property within the Area of Interest whether
          through the performance of assessment work, the payment of claim maintenance
          fees or otherwise (including without limitation the Initial Payment), in making
          required payments or performing other required obligations under the Agreement,
          in satisfying surface use or damage obligations to landowners, or in conducting
          any analyses of the environmental conditions at the Property; and  



        (k)              An
additional 10% as overhead on all costs and expenses described in (a) through
          (j) above, except for mine development and construction, for which a 3%
overhead           charge will apply.  




















Exhibit C  






        “Feasibility
Study” shall mean a report, prepared by an independent third party, to ascertain
whether valuable minerals from the Property can profitably be extracted, treated and sold
in circumstances that would provide reasonable long term returns, and shall include,
without limiting the generality of the foregoing, (a) reasonable assessments of the
size and quality of the mineable reserves of minerals; (b) reasonable assessments of
the amenability of the minerals to metallurgical treatment; (c) a mine plan and
reasonable descriptions of the work, equipment and supplies required to bring the
prospective ore body or deposit of minerals into production, including beneficiation,
environmental baseline, health and permitting requirements, and the estimated costs
thereof; (d) a marketing plan for marketing products, and the assumed terms of sale
and prices to be received; (e) conclusions and recommendations regarding the economic
feasibility and timing for bringing the prospective ore body or deposit of minerals into
commercial production, taking into account items (a) through (d) above; and (f) such
other information in such form and level of detail as may be appropriate and necessary to
allow a bank or other lending institution familiar with the mining industry to make a
decision as to whether to loan funds for such operations. 



















Exhibit D  






        “Net
Smelter Returns” are defined as the gross revenues actually received by ODE (the
“Payor”) from a smelter, refiner or other ore buyer from the sales of any
valuable minerals extracted and produced from the Property, less (i) all costs to
Payor of weighing, sampling, determining moisture content and packaging such valuable
minerals and of loading and transporting the same from the Property to the point of sale,
including insurance and in-transit security costs; (ii) all smelter costs and all
charges and penalties imposed by the smelter, refinery or purchaser; (iii) marketing
costs and commissions; and (iv) ad valorem taxes, severance taxes, and any other
taxes, charges or assessments as are imposed upon Payor’s production or operations
(including without limitation royalties or abandoned mine reclamation fees that may become
payable to the federal government) except for income taxes and Nevada net proceeds taxes,
which shall be the separate responsibility of each of WKG and Payor, respectively. For
purposes of calculating Net Smelter Returns in the event Payor elects not to sell any
portion of the gold or silver extracted and produced from the Property, but instead elects
to have the final product of any such gold or silver credited to or held for its account
with any smelter, refiner or broker, such gold will be deemed to have been sold at the
Quoted Price on the day such gold is actually credited to or placed in Payor’s
account, and such silver will be deemed to have been sold at the Quoted Price on the day
such silver is actually credited to or placed in Payor’s account. The “Quoted
Price” is the price per ounce of gold and/or silver (as the case may be) as quoted
(for gold) on the London P.M. fix (or the London A.M. fix if no London P.M. fix is
available), or (for silver) on the London fix for silver, in each case as published in the
Financial Times (or such other source as is mutually agreeable if the information is not
available from the Financial Times) on the day such gold and/or silver is actually
credited to or placed in Payor’s account.