CONSULTING
AGREEMENT

    


    This
Consulting Agreement (the “Agreement”), dated this 1st
day of September 2010, (the “Effective Date”) is by and
between Desert Hawk Gold Corp., a Nevada corporation (hereinafter referred to as
the “Company”), and Eric
L. Moe, an individual (hereinafter referred to as the “Service
Provider”).

    


    Recitals:

    


    A.          The
Company desires to engage the Service Provider on a non-exclusive basis to
provide certain management consulting and advisory services for the Company as
set forth in this Agreement.

    


    B.          The
Service Provider is in the business of providing such services and has agreed to
provide the services on the terms and conditions set forth in this
Agreement.

    


    NOW,
THEREFORE, in consideration of the faithful performance of the obligations set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Service Provider and the
Company hereby agree as follows.

    


    1.           Engagement.  The
Company hereby engages the Service Provider, and the Service Provider hereby
accepts the engagement, to provide certain management consulting and advisory
services for the Company subject to and in compliance with the terms and
conditions of this Agreement.  The Service Provider shall report to
and coordinate all activities with the CEO or the Board of
Directors.

    


    2.           Term of
Service. The Company hereby retains the Service Provider for a period of
four (4) years beginning as of the Effective Date (the “Term”).  The Term
and any extension thereof shall be referred to herein as the “Consulting
Period.”

    


    3.           Services to Be
Provided.  During the Consulting Period the Service Provider
shall provide the following services to the Company:

    


    a.           Management and Business Consulting
and Advisory Services.  During the term of this Agreement,
Service Provider will provide those services customarily provided by a
management and business consultant and advisor, including, but not limited to,
the following (the “Services”):

    (i)           Perform
reasonable secretarial services for the CEO as needed;

    (ii)          Organize
and maintain accurate and complete corporate books and records, including, but
not limited to, the corporate minute book;

    (iii)         At
the request of the Board of Directors, serve as corporate secretary for the
Company or any of its subsidiaries;

    (iv)         Record
and maintain accurate minutes of all meetings of the Board of
Directors;

    (v)          Coordinate
with the Company’s bookkeeper and accounting personnel in organizing and
maintaining accurate financial records of the Company and reviewing and paying
all invoices in a timely manner;

    (vi)         Supervise
the payment, filing, and recording of all BLM maintenance fees, state mineral
lease fees, property taxes on patented claims, permit fees, and other fees and
costs required to maintain leasehold interests in and mining activities on all
mining claims and leases of the Company;

    (vii)        Maintain
schedules of affirmative obligations of the Company contained within contractual
obligations and advise management of required actions pursuant
thereto;


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (viii)       Advise
and assist management in the preparation and filing of its initial S-1
registration statement, and any pre or post-effective amendments thereto, or any
future registration statements or other filings under the Securities Act of
1933, as amended (the “Securities Act”);

    (ix)         Advise
management and assist in implementing reasonable corporate governance policies
and procedures reasonably applicable to public companies;

    (x)          Advise
management and assist in implementing reasonable disclosure controls and
procedures which are effective to ensure that material information required to
be disclosed by the Company in reports filed or submitted by the Company under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded,
processed, summarized, and reported within the time periods specified in
the  rules and forms of the Securities and Exchange Commission (the
“SEC”), and which are
designed to ensure that material information required to be disclosed by the
Company in such reports is accumulated, organized and communicated to the
Company’s management, including its principal executive officer and principal
financial officer, as appropriated, to allow timely decisions regarding required
disclosure;

    (xi)         Advise
and assist management in creating and maintaining suitable committees for the
Board of Directors;

    (xii)        Advise
management and assist in preparation of periodic reports to be filed by the
Company with the Securities and Exchange Commission under the Exchange
Act;

    (xiii)       Coordinate
ongoing education of management as to its responsibilities, obligations, and
liabilities under the Securities Act and the Exchange Act, and rules and
regulations promulgated there under, state corporate and securities laws and
regulations, and industry standards for mining companies;

    (xiv)       Assist
in preparation of materials required pursuant to Rule 15c2-11 in application for
quotation of the Company’s common stock on the OTC Bulletin Board;

    (xv)        Assist
in locating suitable market makers for the application to the OTC Bulletin Board
and to make a market in the Company’s common stock thereafter;

    (xvi)       Locate
and propose to the Company a suitable investor relations firm;

    (xvii)      Advise
and assist management in preparation for listing of the Company’s securities on
a senior exchange;

    (xviii)     Assist
and advise management as to creation and maintenance of the Company’s internal
control over financial reporting including those policies and procedures that
(a) pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the assets of
the Company, (b) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with
authorizations of management and directors; and (c) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the Company’s assets that could have a material effect on
the financial statements;

    (xix)        Assist
and advise management in preparation of its annual report on the Company’s
internal control over financial reporting;

    (xx)         Advise
and assist the Company’s principal financial officer in duties as the chief
financial officer of a reporting company under accounting standards and in
compliance with the Exchange Act;

    (xxi)        Coordinate
with the Company’s auditor’s in the audit of the Company’s financial statements
and the review of interim financial statements;

    (xxii)       Advise
and assist management in expansion of the Company’s operations;


    
      
         


      

      
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    (xxiii)      Advise
and assist management in locating suitable target companies and property
acquisitions in the mining industry;

    (xxiv)     Advise
and assist management in any merger and acquisition activities;

    (xxv)      Coordinate
communications and interact with the lessors of the Company’s mining
claims;

    (xxvi)     Purchase
and maintain office equipment for the Spokane office of the Company;
and

    (xxvii)    Coordinate
all Services rendered with legal counsel or accounting personnel for the
Company, or with other professional service providers, as
appropriate.

    


    b.           Time
Commitments.  The Service Provider shall devote a minimum of
50% of his entire business time, attention, skill, and effort to the performance
of his duties under this Agreement and shall furnish the Company monthly
statements evidencing the number of hours and a reasonable description of the
Services provided.

    


    c.           Manner of Services
Provided.  The Service Provider agrees that the Services will
be rendered in a “workmanlike manner,” consistent with the manner of performance
by other consultants providing the same or similar services as being rendered
hereunder.  Service Provider will ensure that only the most recent and
accurate information as provided by the Company and/or its affiliates or made
available to the Service Provider is used in performing the
Services.

    


    d.           Services for
Subsidiaries.  The Service Provider shall, at the request of
the CEO or the Board of Directors of the Company, perform services for any
subsidiary of the Company similar to the Services set forth herein.

    


    e.           Conflicts of
Interest.  Service Provider will inform the Company of any
possible conflicts of interest or business, personal or family relationships
with any third party providers or with any investors introduced to the
Company.

    


    f.           Money Raising or Market Making
Services.  The Service Provider shall not provide services in
connection with the offer or sale of securities of the Company in a
capital-raising transaction and shall not directly or indirectly promote or
maintain a market for the Company’s securities.

    


    4.           Devotion of
Time.  During the Consulting  Period, the Service
Provider shall expend adequate working time to perform the services set forth
herein; shall devote his best efforts, energy and skill to the services of the
Company and the promotion of its interests; and shall not take part in
activities detrimental to the best interests of the Company.  Nothing
in this Agreement shall preclude the Service Provider during the term of this
Agreement from engaging, directly or indirectly, in any business activity which
is not competitive with the then existing business of the Company.

    


    5.           Disclosure of
Material Events.  The Company shall promptly disclose to the
Service Provider those events or discoveries which are known and/or reasonably
anticipated that, in the judgment of the Company may have a material impact on
the stock price, business operations, future business, or public perception of
the Company and which may have a material impact on the ability and
effectiveness of the Service Provider in providing the Services
hereunder.  It shall be understood that excluded from this disclosure
shall be information deemed to be non-public or “inside”
information.

     

    
      
         


      

      
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    6.           Service Provider
Not a Broker-Dealer/ Prohibition from Participation in the Sale of
Securities.  The Company
acknowledges that the Service Provider is not licensed as a broker-dealer under
applicable federal and state securities laws.  Consequently, none of
the Services hereunder are intended to be those of a
broker-dealer.  Pursuant to Rule 3a4-1 of the Exchange Act, the
Service Provider agrees not to perform, and the Company expressly prohibits the
Service Provider from performing the following services: (a) making any sales of
Company securities; (b) discussing the price of any Company securities; (c)
delivering any offering materials for Company securities; (d) discussing the
terms, rights or characteristics of any Company securities; and (e) discussing
any investment in the business or securities of Company, except to direct any
inquiries regarding the foregoing to authorized representatives of
Company.  Service Provider hereby represents and warrants to the
Company that Service Provider is not an associated person of a broker or dealer
as defined in Rule 3a4-1 of the Exchange Act.  At no time shall the
Service Provider provide services which would require the Service Provider to be
registered or licensed with any federal or state regulatory body or
self-regulating agency.

    


    7.           Compensation.  In
consideration for services provided by the Service Provider to the Company, the
Company shall provide the following compensation to Service
Provider:

    


    a.           Cash.  In
consideration of the Services to be rendered hereunder, the Company agrees to
pay the Service Provider a fee of $10,000 per month during the Term of this
Agreement.  The fee shall be paid to Service Provider on or before the
tenth (10th)
business day following the month during which the Services were
provided.  Fees earned during any partial month shall be adjusted by
the number of days during such month.

    


    b.           Performance
Compensation.  Service Provider will be eligible to receive an
annual bonus of a minimum of 10% and a maximum of 100% of the then applicable
base cash compensation upon achievement of annual performance objectives to be
determined in good faith by the Compensation Committee or the Board of Directors
of the Company and the Service Provider, which objectives for the first year of
this Agreement will be established within thirty (30) days of the Effective
Date.  Objectives for subsequent years will be determined as set forth
herein within thirty (30) days of each anniversary of this
Agreement.  Bonus payments will be paid to the Service Provider not
later than thirty (30) days following achievement of annual performance
objectives, but in no event later than thirty (30) days following each
anniversary of this Agreement.  At the option of the Service Provider,
such bonus payments may be paid in cash or in shares of common stock of the
Company at the fair market value on the date the bonus is earned.

    


    c.           Reimbursable
Expenses.  The Company agrees to reimburse the Service Provider
for all direct expenses authorized by the Company in writing incurred during the
Term of this Agreement.  The Service Provider shall submit invoices
for such expenses and shall provide such supporting information and
documentation as the Company may reasonably request in accordance with Company
policy and the requirements of the Internal Revenue Code.  The Company
shall pay such invoices within ten (10) days of receipt.

    


    d.           Prohibition of Compensation for
Securities Transactions.  The Company shall not be obligated to
pay the Service Provider any compensation in the form of commissions or other
remuneration based either directly or indirectly on transactions in securities
of the Company.

    


    8.           Termination and
Extension. The Term shall be sooner terminated or further extended under
the following circumstances:

    


    a.           Termination for Cause. The
Company shall be entitled, with or without prior notice, to terminate this
Agreement for cause, in which case no consulting fees or other compensation
(other than such fees that have already been earned by Service Provider) shall
be payable to Service Provider after such termination. “Cause” means Service
Provider’s (i) gross negligence in the performance or non-performance of any
material duties to the Company; (ii) commission of any material criminal act or
fraud or of any act that affects adversely the reputation of the Company; (iii)
habitual neglect of his duties that he is required to perform under this
Agreement; (iv) dishonesty; or (v) gross misconduct.  Such termination
shall not prejudice any other remedy under law or equity of the Company and the
failure of the Company to terminate Service Provider when cause exists shall not
constitute the waiver of the Company’s right to terminate this Agreement at a
later time.  Termination under this Section shall be considered “for
cause” for purposes of this Agreement.


    
      
         


      

      
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    b.           Change of Control of Service
Provider.  The Company shall be entitled, upon thirty (30)
days’ written notice, to terminate this Agreement in the event of a change of
control of the Service Provider.  For purposes of this Section, “Change of Control” shall mean
(i) a merger or consolidation in which securities or other ownership interests
possessing more than fifty percent (50%) of the
total combined voting power or ownership of the Service Provider are transferred
to a person or persons different from the persons holding those securities
ownership interests immediately prior to such transaction; (ii) the sale,
transfer or other disposition of all or substantially all of the Service
Provider’s assets in complete liquidation or dissolution of the Service
Provider; or (iii) the death, termination, or resignation of any key employee,
representative or agent of the Service Provider who is principally engaged in
providing the Services to the Company hereunder.   The Service
Provider shall notify the Company within five (5) business days of any Change of
Control of the Service Provider.

    


    c.             Extension of Term. The
initial Term may be further extended with the express authorization of the
Company’s Board of Directors and Service Provider. Any extended term may be
terminated at any time at the will of the Board of Directors, with or without
cause.

    


    9.           Confidential
Information.  Service Provider recognizes and acknowledges that
certain information, including, but not limited to, information pertaining to
the financial condition of the Company, its systems, methods of doing business,
agreements with customers or suppliers, or other aspects of the business of the
Company or which are sufficiently secret to derive economic value from not being
disclosed (hereinafter “Confidential Information”) may
be made available or otherwise come into the possession of the Service Provider
by reason of this engagement with the Company.  Accordingly, the
Service Provider agrees that no agent, employee, or representative will (either
during or after the term of this Agreement) disclose any Confidential
Information to any person, firm, corporation, association, or other entity for
any reason or purpose whatsoever or make use to his or their personal advantage
or to the advantage of any third party, of any Confidential Information, without
the prior written consent of the Company.  The parties hereto agree
that the provisions of this Section shall not apply with respect to any
information that the Service Provider can document (i) is or becomes (through no
improper action or inaction by the Service Provider or any affiliate, agent,
consultant or employee) generally available to the public, or (ii) was in his
possession or known by him without any limitation on use or disclosure prior to
the Effective Date.  Service Provider shall, upon termination of this
engagement, return to the Company, and shall cause his agents, employees, and
representatives to return to the Company, all documents which reflect
Confidential Information (including copies thereof).  Notwithstanding
anything heretofore stated in this paragraph, the Service Provider’s obligations
under this Agreement shall not, after termination of Service Provider’s
engagement with the Company, apply to information which has become generally
available to the public without any action or omission of the Service Provider
(except that any Confidential Information which is disclosed to any third party
by an employee or representative of the Company who is authorized to make such
disclosure shall be deemed to remain confidential and protectable under this
provision).

    


    10.        Trading
Practices.  So long as the Service Provider is in possession of
any material non-public information of the Company, the Service Provider shall
not, directly or indirectly engage in the purchase or sale the common stock of
the Company.  During the Term of this Agreement, and for a period of
one year after the termination of this Agreement, the Service Provider shall
not, directly or indirectly, engage in any short selling activities of the
common stock of the Company.


    
      
         


      

      
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    11.        Mutual
Indemnification.

    


    
      	
               
      

            	
              a.

            	
              Indemnification.

            


    

    


    (i)           The
Service Provider covenants and agrees to defend, indemnify and hold harmless the
Company, its officers, directors, and each person who controls the Company
within the meaning of the Securities Act from and against any damages (including
reasonable attorneys’, accountants’, and experts’ fees, disbursements of
counsel, and other related costs and expenses) arising out of or resulting from:
(A) any inaccuracy in or breach of any representation or warranty made by the
Service Provider in this Agreement; or (B) the failure of the Service Provider
to perform or observe fully any covenant, agreement or provision to be performed
or observed by such party pursuant to this Agreement.

    


    (ii)          The
Company covenants and agrees to defend, indemnify and hold harmless the Service
Provider from and against any damages (including reasonable attorneys’,
accountants’, and experts’ fees, disbursements of counsel, and other related
costs and expenses) arising out of or resulting from: (A) any inaccuracy in or
breach of any representation or warranty made by the Company in this Agreement;
or (B) the failure by the Company to perform or observe any covenant, agreement
or condition to be performed or observed by it pursuant to this
Agreement.

    


    
      	
               
      

            	
              b.

            	
              Third Party
      Claims.

            


    

    


    (i)           If
any party entitled to be indemnified pursuant to Paragraph (a) of this Section
(an “Indemnified Party”)
receives notice of the assertion by any third party of any claim or of the
commencement by any such third person of any actual or threatened claim, action,
suit, arbitration, hearing, inquiry, proceeding, complaint, charge or
investigation by or before any governmental entity or arbitrator and an appeal
from any of the foregoing (any such claim or Action being referred to herein as
an “Indemnifiable
Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may
be obligated to provide indemnification, the Indemnified Party shall promptly
notify the Indemnifying Party in writing (the “Claim Notice”) of the
Indemnifiable Claim; provided, that the failure to provide such notice shall not
relieve or otherwise affect the obligation of the Indemnifying Party to provide
indemnification hereunder, except to the extent that any damages directly
resulted or were caused by such failure.

    


    (ii)          The
Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice
to undertake, conduct and control, through counsel of its or his own choosing,
and at its or his expense, the settlement or defense thereof, and the
Indemnified Party shall cooperate with the Indemnifying Party in connection
therewith; provided, that (A) the Indemnifying Party shall permit the
Indemnified Party to participate in such settlement or defense through counsel
chosen by the Indemnified Party (subject to the consent of the Indemnifying
Party, which consent shall not be unreasonably withheld), provided that the fees
and expenses of such counsel shall not be borne by the Indemnifying Party, and
(Bi) the Indemnifying Party shall not settle any Indemnifiable Claim without the
Indemnified Party’s consent.  So long as the Indemnifying Party is
vigorously contesting any such Indemnifiable Claim in good faith, the
Indemnified Party shall not pay or settle such claim without the Indemnifying
Party’s consent, which consent shall not be unreasonably withheld.

    


    (iii)         If
the Indemnifying Party does not notify the Indemnified Party within thirty (30)
days after receipt of the Claim Notice that it or he elects to undertake the
defense of the Indemnifiable Claim described therein, the Indemnified Party
shall have the right to contest, settle, or compromise the Indemnifiable Claim
in the exercise of its or his reasonable discretion; provided, that the
Indemnified Party shall notify the Indemnifying Party of any compromise or
settlement of any such Indemnifiable Claim.


    
      
         


      

      
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    c.           Indemnification
Non-Exclusive.  The foregoing indemnification provisions are in
addition to, and not in derogation of, any statutory, equitable, or common-law
remedy any party may have for breach of representation, warranty, covenant or
agreement.

    


    12.           Independent
Contractor.  Service Provider agrees that in performing this
Agreement, he is acting as an independent contractor and not as an employee,
representative, or agent of the Company and shall provide all facilities and
equipment necessary to fulfill his obligations hereunder.  As an
independent contractor, the Service Provider shall make no representation as an
agent or employee of the Company, shall have no authority to bind the Company or
incur other obligations on behalf of the Company, and shall not be eligible for
any benefits which the Company may provide to its
employees.  Likewise, the Company shall have no authority to bind or
incur obligations on behalf of the Service Provider.  All persons
hired or retained by Service Provider to perform this Agreement, including, but
not limited to, his employees, representatives, and agents, shall be employees
or contractors of the Service Provider and shall not be construed as employees
or agents of the Company in any respect.  The Service Provider shall
be responsible for all taxes, insurance and other costs and payments legally
required to be withheld or provided in connection with Service Provider’s
performance of this Agreement, including without limitation, all withholding
taxes, worker’s compensation insurance, and similar costs.  The
Service Provider shall abide by all laws, rules, and regulations pertaining to
the Services to be provided hereunder.

    


    13.           Statutory
Disqualification.  Neither the Service Provider nor any of his
employees, representatives, agents, affiliates, or any other person providing
Services to the Company for or on behalf of the Service Provider hereunder is or
shall be during the Term subject to statutory disqualification as defined in
Section 3(a)(39) of the Exchange Act.

    


    14.           Miscellaneous
Provisions.

    


    a.           Notice.  All
notices required or permitted hereunder shall be in writing and shall be deemed
effective: (i) upon personal delivery; (ii) in the case of delivery by mail
within the continental United States, on the fourth (4th)
business day after such notice or other communication shall have been deposited
in the mail, postage prepaid, return receipt requested; (iii) when sent by
either facsimile or email at the applicable facsimile number or email address
set forth below upon confirmation of transmission or receipt of mailing; or (iv)
in the case of delivery by internationally recognized overnight delivery
service, when received, addressed as follows:

    


    If to the
Company to:

    Robert E.
Jorgensen, CEO

    Desert
Hawk Gold Corp.

    8921 N.
Indian Trail Road, #288

    Spokane,
WA   99208

    FAX:  (509)
465-0775

    Email:  bjorg53@yahoo.com


    
      
         


      

      
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    With a
copy (which shall not constitute notice) to:

    Ronald N.
Vance

    Attorney
at Law

    1656
Reunion Avenue

    Suite
250

    South
Jordan, UT  84095

    FAX:  (801)
446-8802

    Email:
ron@vancelaw.us

    


    If to the
Service Provider, to:

    8305 N.
Colton Place

    Spokane,
WA  99208

    FAX:
(509) 466-0583

    Email:
emoe27@aol.com

    


    or to
such other address or addresses, facsimile number or numbers, or email address
or addresses as either party shall designate to the other in writing from time
to time by like notice.

    


    b.           Attorneys’
Fees.  If any legal action or other proceeding is brought for
the enforcement of this Agreement, or because of an alleged dispute, breach,
default, or misrepresentation in connection with any of the provisions of this
Agreement, the successful or prevailing party or parties will be entitled to
recover reasonable attorneys’ fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or he may be
entitled.

    


    c.           Additional
Remedies.  Service Provider acknowledges and agrees that, in
the event he shall violate any of the restrictions of this Agreement, the
Company will be without adequate remedy at law and will therefor be entitled to
enforce such restrictions by temporary or permanent injunctive or mandatory
relief obtained in an action or may have at law or in equity, and the Service
Provider hereby consents to the jurisdiction of such court for such purpose,
provided that reasonable notice of any proceeding is given, it being understood
that such injunction shall be in addition to any remedy which the Company may
have at law or otherwise.

    


    d.          Entire Agreement; Modification;
Waiver.  This Agreement constitutes the entire agreement
between or among the parties pertaining to the subject matter contained in it
and supersedes all prior and contemporaneous agreements, representations, and
understandings of the parties.  No supplement, modification, or
amendment of this Agreement will be binding unless executed in writing by all
the parties or the applicable parties to be bound by such
amendment.  No waiver of any of the provisions of this Agreement will
constitute a waiver of any other provision, whether or not similar, nor will any
waiver constitute a continuing waiver.  No waiver will be binding
unless executed in writing by the party making the waiver.

    


    e.          Survival of Covenants,
Etc.  All covenants, representations and warranties made herein
shall survive the making of this Agreement and shall continue in full force and
effect for a period of two years from the termination date of this Agreement, at
the end of which period no claim may be made with respect to any such covenant,
representation, or warranty unless such claim shall have been asserted in
writing to the indemnifying party during such period.

    


    f.           Assignment.  This
Agreement, as it relates to the engagement of the Service Provider, is a
personal contract and the rights and interests of the Service Provider hereunder
may not be sold, transferred, assigned, pledged or hypothecated, without the
prior written consent of the Company, which consent may be withheld for any
reason.


    
      
         


      

      
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    g.          Binding on
Successors.  This Agreement will be binding on, and will inure
to the benefit of, the parties to it and their respective successors, and
assigns.

    


    h.          Governing Law and
Venue.  This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Washington applicable to contracts
made and to be performed in such State, without reference to the choice of law
principals thereof, and any and all actions to enforce the provisions of this
Agreement shall be brought in a court of competent jurisdiction in the State of
Washington and in no other place.

    


    i.           Rights Are
Cumulative.  The rights and remedies granted to the parties
hereunder shall be in addition to and cumulative of any other rights or remedies
either may have under any document or documents executed in connection herewith
or available under applicable law.  No delay or failure on the part of
a party in the exercise of any power or right shall operate as a waiver thereof
nor as an acquiescence in any default nor shall any single or partial exercise
of any power or right preclude any other or further exercise thereof or the
exercise of any other power or right.

    


    j.           Severability.  If
any provision of this Agreement is held invalid or unenforceable by any court of
final jurisdiction, it is the intent of the parties that all other provisions of
this Agreement be construed to remain fully valid, enforceable, and binding on
the parties.

    


    k.          Drafting.  This
Agreement was drafted with the joint participation of the parties and/or their
legal counsel.  Any ambiguity contained in this Agreement shall not be
construed against any party as the draftsman, but this Agreement shall be
construed in accordance with its fair meaning.

    


    l.           Headings.  The
descriptive headings of the various paragraphs or parts of this Agreement are
for convenience only and shall not affect the meaning or construction of any of
the provisions hereof.

    


    m.         Number and
Gender.  Wherever from the context it appears appropriate, each
term stated in either the singular or the plural shall include the singular and
the plural, and pronouns stated in either the masculine, the feminine, or the
neuter gender shall include the masculine, feminine, and neuter.

    


    n.       
  Counterparts;
Facsimile Execution.  This Agreement may be executed in any
number of counterparts and all such counterparts taken together shall be deemed
to constitute one instrument.  Delivery of an executed counterpart of
this Agreement by facsimile or email shall be equally as effective as delivery
of a manually executed counterpart of this Agreement.  Any party
delivering an executed counterpart of this Agreement by facsimile or email also
shall deliver a manually executed counterpart of this Agreement, but the failure
to deliver a manually executed counterpart shall not affect the validity,
enforceability, or binding effect of this Agreement.

    


    o.          Full Knowledge.  By
their signatures, the parties acknowledge that they have carefully read and
fully understand the terms and conditions of this Agreement, that each party has
had the benefit of counsel, or has been advised to obtain counsel, and that each
party has freely agreed to be bound by the terms and conditions of this
Agreement.

    


    SIGNATURE
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    SIGNATURE
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    IN
WITNESS WHEREOF, each of the parties hereto, thereunto duly authorized, has
executed this Agreement the respective day and year set forth
below.

    


    
      
        
          
            
              
                	
                        COMPANY:

                      	
                        Desert
      Hawk Gold Corp.

                      
	 
      	 
      
	
                        Date:  September
      16, 2010

                      	By
      	
                        /s/
      Robert E. Jorgensen

                      
	 	 	      
                        Robert
      E. Jorgensen, CEO

                      
	 
      	 
      
	
                        SERVICE
      PROVIDER:

                      	 
      
	 
      	 
      
	
                        Date:  September
      16, 2010

                      	
                        /s/
      Eric L. Moe

                      
	 
      	
                        Eric
      L. Moe,
Individually

                      


              

            

          

        

      

    

     

    
      
         


      

      
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