CONSULTING
AGREEMENT

    


    This Consulting Agreement (the “Agreement”), dated this
28th  day
of December 2009, (the “Effective Date”) is by and
between Stuart
Havenstrite (hereinafter referred to as the “Service Provider”), and Desert Hawk Gold Corp., a
Nevada corporation (hereinafter referred to as the “Company”).

    


    Recitals:

    


    A.          The
Company desires to engage the Service Provider to provide geological services
for the Company’s mining project located in the Gold Hill Mining District of
Toole County, Utah (the “Mining
Project”).

    


    B.          The
Service Provider is a geologist with significant mining experience 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 geological services for the Company
subject to and in compliance with the terms and conditions of this
Agreement.

    


    2.           Term of
Service. The Company hereby retains the Service Provider for a period of
one year beginning as of the Effective Date, which term shall be automatically
renewable upon mutual consent of the parties for additional one-year terms as
provided herein, unless sooner terminated as provided in Section 7 below (the
“Term”). The Term and
any extension thereof shall be referred to herein as the “Consulting
Period.”  Any Services provided hereunder, and any compensation
paid prior to the date this Agreement is executed by the parties, but after the
Effective Date, shall be included in this Agreement.

    


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

    


    a.           Geological
Services.  The Service Provider will provide those services
customarily provided by a geologist in connection with a mining project similar
to the Company’s Mining Project, including, but not limited to, the following
(the “Services”):

    (i)          
Geological reports relating to the Mining Project;

    (ii)        
 Mapping of the Mining Project;

    (iii)         Core
analysis of samples from the Mining Project;

    (iv)         Developing
and conducting a drilling project on the Mining Project; and

    
      	
               
      

            	
              (v)

            	
              Such
      other geological services related to the Mining Project as the parties
      shall reasonable determine as required or beneficial for the Mining
      Project.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    b.           Availability.  The
Service Provider shall perform the Services on an as-needed basis as reasonably
requested by the Company from time to time and the Service Provider shall make
himself reasonably available to perform such Services in a timely
manner.  The parties shall in good faith develop a schedule of
projects to be performed in connection with the Mining Project with the
completion dates for each project.

    


    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.

    


    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 development of the Mining Project; 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 Mining Project and which may have a material impact on the ability and
effectiveness of the Service Provider in providing the Services
hereunder.

    


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

    


    a.           Hourly Fees.  The
Service Provider shall bill the Company on a monthly basis for the time devoted
to the Services provided hereunder.  The fees charged by the Service
Provider shall be at the regular hourly fee charged by the Service Provider for
like clients.  The Company shall pay such monthly invoices not later
than the 15 business day following receipt of the
invoice.  Notwithstanding the foregoing, the monthly fees billed
during any calendar month shall not exceed $6,000.

    


    b.           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.

    


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

    


    a.           Termination for Cause. Either
party hereto 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 either
party’s (i) gross negligence in the performance or non-performance of any
material duties hereunder; (ii) commission of any material criminal act or fraud
or of any act that affects adversely the reputation of the Company or the
Service Provider; (iii) habitual neglect of either party’s duties 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 non-defaulting party and the failure of such party to
terminate Service Provider when cause exists shall not constitute the waiver of
that party’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.           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.

    


    8.           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 its 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 its
possession or known by it 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).

    


    9.           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.

    


    10.           Independent
Contractor.  Service Provider agrees that in performing this
Agreement, it 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 its 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, its 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.


    
      
         


      

      
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    11.           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:

    Desert Hawk Gold Corp.

    8921 N.
Indian Trail Road, #288

    Spokane,
WA   99208

    Attn:  Robert
E. Jorgensen, Chairman

    FAX:                                                                

    Email:  bjorg53@yahoo.com

    


    If to the
Service Provider, to:

    Stuart Havenstrite

                                                                              
                                                                          


    FAX:                                                               
 

    Email:                                                               

    


    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 it 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.


    
      
         


      

      
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    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.

    


    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 Utah 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 Utah 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.


    
      
         


      

      
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    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
PAGE FOLLOWS]


    
      
         


      

      
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    SIGNATURE
PAGE

    


    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:  December
      28, 2009

            	
              By 

            	
              /s/Robert E. Jorgensen

            
	 
      	 
      	
              Robert
      E. Jorgensen, Chairman

            
	 
      	 
      	 
      
	
              SERVICE
      PROVIDER:

            	 
      	 
      
	 
      	 
      	 
      
	
              Date:  December
      28, 2009

            	
              /s/ Stuart Havenstrite

            
	 
      	
              Stuart
      Havenstrite

            


    


    
      
         


      

      
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