Exhibit 10(iv) 

MANAGEMENT AGREEMENT 

        THISAGREEMENT dated for reference the 27th day of February, 2004. 

BY AND BETWEEN: 

PARTY OF THE FIRST PART 

AND: 

PARTY OF THE SECOND PART 

(CHG and Capital Hill beingsingularly also referred to as a “Party” and collectively referred to as the“Parties” as the context so requires in this Agreement). 

WHEREAS: 

    A.                 CHG is a company duly incorporated under the laws of the State of Florida, and          is a “reporting issuer” for the purposes of the Securities Act of 1934          with the Securities and Exchange Commission; 

    B.                 CHG has currently changed its principal business focus to the acquisition,          exploration and development of mineral resource properties of merit; 

    C.                 Capital Hill is a non-reporting company duly incorporated under the laws of the          Province of Alberta and is owned and controlled by Norman A. Pearson, Maureen L.          Pearson, and June V. Cameron. 

    D.                 Mr. Pearson has over twenty-seven years experience as an independent consultant          in the mining industry. 

    E.                 Capital Hill is desirous of providing certain management services and other          personal to CHG; and CHG wishes to retain the services of Capital Hill for the          purposes and on the terms and conditions set out in this Agreement; 

        NOWTHEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants andprovisions contained in this Agreement, the parties agree as follows: 

1.              INTERPRETATION 

1.1 Definitions. For all purposes ofthis Agreement, except as otherwise expressly provided or unless the context otherwiserequires, the following words and phrases shall have the following meanings: 

    (a)                 “Agreement” means this Agreement as from time to time supplemented or          amended; 

    (b)                 “Base Fee” means that compensation set forth in section 4.1 below; 

    (c)                 “Board of Directors” or “Board” means the Board of Directors          of CHG as duly constituted from time to time; 

    (d)                 “Effective Date” has the meaning ascribed to it in section 3.1 of this          Agreement; 

    (e)                 “Indemnified Party” has the meaning ascribed to it in section 7.1 of          this Agreement; 

    (f)                 “Non-Renewal Notice” has the meaning ascribed to it in section 4.2 of          this Agreement; 

    (g)                 “Regulatory Approval” means the acceptance for filing, if required, of          the transactions contemplated by this Agreement by the Regulatory Authorities; 

    (h)                 “Regulatory Authorities” means the US Federal Securities and Exchange          Commission and such other regulatory agencies who have jurisdiction over the          affairs of CHG and/or Capital Hill including, all regulatory authorities from          whom any such authorization, approval or other action is required to be obtained          or to be made in connection with the transactions contemplated by this          Agreement; 

    (i)                 “Term” has the meaning ascribed to it in section “4.1” of          this Agreement; and 

    (j)                 “Termination Fee” has the meaning ascribed to it in section “4.4          of this Agreement. 

1.2 Interpretation. For the purposesof this Agreement, except as otherwise expressly provided or unless the context otherwiserequires,: 

    (a)                 the words “herein”, “hereof” and “hereunder” and          other words of similar import refer to this Agreement as a whole and not to any          particular Article, section or other subdivision of this Agreement; 

    (b)                 the headings are for convenience only and do not form a part of this Agreement          nor are they intended to interpret, define or limit the scope or extent of this          or any provision of this Agreement; 

    (c)                 any reference to an entity shall include and shall be deemed to be a reference          to any entity that is a successor to such entity; and 

    (d)                 words in the singular include the plural and words in the masculine gender          include the feminine and neuter genders, and vice versa. 

2.              SERVICES AND DUTIES OF CAPITAL HILL 

2.1 General Services. During the Term(as defined) of this Agreement Capital Hill will provide CHG with such general corporate,administrative, technical and engineering management services as is considered necessaryor advisable by Capital Hill and Pearson for the due and proper management of CHG toachieve the goals and needs of CHG as determined by the policies and proceedings ofmanagement and the Board of Directors (collectively, the “General Services”). 

2.2 Specific Services. Withoutlimiting the generality of the General Services to be provided as set forth in section 2.1of this Agreement, it is hereby acknowledged and agreed that Capital Hill will provide thefollowing specific services: 

    (a)                 supervision of the hiring of competent personnel as are required for the          efficient operation of CHG’s business; 

    (b)                 the management and supervision of the performance of personnel and of the          operation of various business enterprises of CHG as approved by the Board; 

    (c)                 the identification of business opportunities for CHG, the conduct of due          diligence, and assistance in the negotiation and conclusion of contracts for          such opportunities; 

    (d)                 assistance in the coordination and administration of all development programs of          CHG together with all capital funding projects and resources which are          necessarily incidental thereto; 

    (e)                 assistance in the coordination of the preparation and dissemination of business          plans and engineering reports for CHG; 

    (f)                 assistance in the liaison with and the setting up of corporate alliances for CHG          with major companies and customers, CHG’s auditors, CHG’s solicitors          and the Company’s affiliated companies and business partners; and 

    (g)                 such other activities as are necessary or incidental to the officer’s          position and director’s role occupied by Pearson, from time to time, if          any. 

2.3 Personnel Support. It is herebyacknowledged that CHG is contracting with Capital Hill to provide one or more individualsto provide the services, presently this individual is Pearson. In the event that theservices to be provided to CHG exceed the amount of time provided by this Agreement asbasic retainer or reasonably exceed the capacity of Capital Hill’s personnel then, atCapital Hill’s requirement, CHG shall pay for the employment of additional personnel,either directly or by contract through Capital Hill, to perform the tasks requiringadditional personnel and as specified by Capital Hill and at a rate determined by theBoard. 

4.              TERM, RENEWAL AND TERMINATION 

4.1 Term. The Term of this Agreement(the “Term”) is for a period of approximately 36 months commencing on March 1,2004 (the “Effective Date”) and terminating December 31, 2007, subject to theterms set forth in this Agreement. 

4.2 Renewal. This Agreement shallrenew automatically for subsequent one year periods if not specifically terminated inaccordance with the following provisions. Either Party hereto agrees to notify the otherParty hereto in writing at least 90 calendar days prior to the end of the Term of itsintent not to renew this Agreement (the “Non-Renewal Notice”). Should bothParties fail to provide a Non-Renewal Notice this Agreement shall automatically renew.Such renewal or month-to-month arrangement shall be on the same terms and conditionscontained herein unless modified and agreed to in writing by the Parties. 

4.3 Termination. Notwithstanding anyother provision of this Agreement, this Agreement may be terminated by either Party uponwritten notice to the other Party if: 

    (a)                 the other Party fails to cure a material breach of any provision of this          Agreement within 30 calendar days from its receipt of written notice from said          Party (unless such breach cannot be reasonably cured within said 30 calendar          days and the other Party is actively pursuing curing of said breach); or 

    (b)                 the other Party commits fraud or serious neglect or misconduct in the discharge          of its respective duties hereunder or under the law; or 

    (c)                 the other Party becomes adjudged bankrupt or a petition for reorganization or          arrangement under any law relating to bankruptcy, and where any such petition is          not dismissed; or 

Capital Hill shall have the right toreceive the Termination Fee regardless of the reason for termination, subject to anyrights of set-off in the event of damages for fraud or misconduct. 

4.4 Termination Fee. In the eventthat this Agreement is terminated, Capital Hill shall receive a termination fee (the“Termination Fee”) equal to the lesser of either the sum of six months of theBase Fee under this Agreement; or the remaining Base Fee due to Capital Hill under theTerm of this Agreement. 

4.5 Disability or Death. In the eventthat Capital Hill is unable to provide the Services due to protracted disability orsickness or the death of its principal, it may, at any time, declare such to CHG and mayterminate this Agreement as a without fault termination and the Termination Fee shall bepayable. CHG may elect to effect such termination, and shall pay the Termination Fee, inthe case of death of Capital Hill’s principal or in the event that sickness ordisability has continued for a period in excess of 120 days. 

5.              COMPENSATION OF CAPITAL HILL 

5.1 Base Fee. Capital Hill shall becompensated on a monthly basis from the Effective Date of this Agreement by a basicmonthly retainer fee of U.S. $12,000 (the “Base Fee”), being $144,000 USannualized, which shall compensate Capital Hill for the provision of the Services asrequired. Capital Hill’s personnel shall also receive an allowance for equivalentbenefits enjoyed by Company personnel. 

5.2 Base Fee Adjustment. The Base Feemay be renegotiated annually at the request of either Party. In the event that the Partiescannot agree then the Base Fee shall be increased by the greater of 5% or the amount ofthe cost of living index increase as published by the Canadian Federal government in itsfinal annual publication of such reports.. 

5.3 Reimbursement of Expenses.Capital Hill shall be funded for or reimbursed for all reasonable expenses incurred, or tobe incurred, by Capital Hill for the benefit of CHG. This includes but is not limited toall return travel for all personnel to and from CHG’s property, all room and boardwhile working on CHG’s property, all cell and long distance telephone charges, andall expenses generated by the use of a rental or other vehicle while working on CHG’sproperty including all gas and repair expenses. 

5.4 Vacation. Capital Hill shall beentitled to grant its appointed personnel up to three weeks paid vacation per year. 

5.6 Work Permits. CHG will use itsbest efforts to sponsor and or assist Capital Hill in obtaining all necessary work visasfor its personal and reimburse Capital Hill for all costs related to such visas whether itrelates to a TN Visa, B-1 Visa, H-1B Visa, or National Interest Waiver Green Cardnecessary to work on CHG’s property. 

5.7 Insurance. It shall be the soleresponsibility of CHG and CHG shall use its best efforts to obtain and to maintain andkeep in force and effect during the terms of this Agreement the following insurancecoverages: 

    (a)                 Comprehensive general liability insurance, including insurance against completed          operations liability for losses occurring within six months after the provisions          of Services and acceptance of the work, against claims which may arise from          Capital Hill’s Services or operations under this Agreement including claims          arising out of personal injury, bodily injury and death and damage to or          destruction of property or others, including loss of use thereof. Coverage shall          apply to CHG and Capital Hill, and each of them with a combined single limit of          not less than $1,000,000 USD for any one accident or occurrence or series of          accidents or occurrences arising out of any one event; 

    (b)                 Worker’s compensation or like coverage as required by applicable law or          other authorized governmental authority covering all persons employed by CHG and          Capital Hill or subcontractors on work to be performed under this Agreement; 

    (c)                 Automobile bodily injury and property damage liability insurance covering          automobiles owned or leased or rented by CHG and Capital Hill, its servants,          agents or employees in connection with the work under this Agreement. The limits          of insurance shall be not be less than $1,000,000 USD inclusive for any one          occurrence. 

    (d)                 Life and health insurance for the directors and employees of Capital Hill for          the duration of this Agreement. 

5.8 Stock Options. CHG will provideCapital Hill with stock options, the exact number of which is to be negotiated by theparties. 

6.0 ADDITIONALOBLIGATIONS OF CAPITAL HILL 

6.1 No Conflict. During thisAgreement Capital Hill will not engage in any business which reasonably may detract from,compete with or conflict with the Consultant’s duties and obligations to CHG as setforth in this Agreement without disclosure to the Board of Directors of CHG and will notdo so if the Board of Directors objects. 

6.2 Confidentiality. Capital Hillwill not, except as authorized or required by Capital Hill’s duties hereunder, revealor divulge to any person or companies any information concerning the organization,business, finances, transactions or other affairs of CHG, or of any of its subsidiaries,which may come to the Consultant’s knowledge during the continuance of thisAgreement, and the Consultant will keep in complete secrecy all confidential informationentrusted to Capital Hill and will not use or attempt to use any such information in anymanner which may injure or cause loss either directly or indirectly to the Company’sbusiness. This restriction will continue to apply after the termination of this Agreementwithout limit in point of time but will cease to apply to information or knowledge whichmay come into the public domain. 

6.3 Compliance with Applicable Laws.Capital Hill will comply with all Canadian, U.S. and foreign laws, whether federal,provincial or state, applicable to Capital Hill’s duties hereunder and, in addition,hereby represents and warrants that any information which Capital Hill may provide to anyperson or company hereunder will be accurate and complete in all material respects and notmisleading, and will not omit to state any fact or information which would be material tosuch person or company. 

7.              REPORTING BY CAPITAL HILL 

7.1 Reporting. So often as may berequired by the Board of Director, the Consultant will provide to the Board of Directorsof CHG such information concerning the results of Capital Hill’s General Services andactivities hereunder as the Board of Directors of CHG may reasonably require. 

8.              INDEMNIFICATION AND LEGAL PROCEEDINGS 

8.1 Indemnification. CHG shallmaintain appropriate liability insurance for its officers, directors, personnel andconsultants to which Capital Hill and its personnel shall be made party. Capital Hill andits personnel (the “Indemnified Party”) shall be indemnified and funded on acurrent basis for all losses, damages, legal expenses, and any other expenses or costs ofany nature which may be occasioned by their service with CHG. Inter alia, this indemnityshall apply to all manner of actions, proceedings, or prosecutions, whether civil,regulatory, or criminal, to which the Indemnified Party may be subject due in whole or inpart to the Services provided in this Agreement or by virtue of any office held. Thisindemnity shall apply both during and after its Term for all matters arising during theTerm, and any extension, until any limitation period has expired in respect to any actionwhich might be contemplated. The Company shall not refuse coverage for any purpose orreason and a strict presumption of innocence shall be applied and CHG may only seek refundof any coverage in the case of finding of fraud or criminal culpability, after exhaustionof all appeals. CHG shall diligently seek and support any such court approvals for thewithin indemnity as the Indemnified Party may require. CHG shall pay all such retainersand trust requirements as counsel for the Indemnified Party may require and shall pay allaccounts of counsel as they come due and such accounts shall be rendered in the name ofCHG and, further, should CHG fail to pay any reasonable account, it shall attorn to allsuch actions, summary judgments, and garnishing orders as such counsel may consider fit toenforce and receive payment of its account. CHG shall not seek to settle or compromise anyaction without the approval of the Indemnified Party. CHG warrants it shall employ duediligence and good faith and seek the best interests of the Indemnified Party asdefendants in any action or prosecution. The Indemnified Party shall permit the Company toconsult with their counsel and to be informed of any matters thereof, subject only to anyrequirements for legal privilege purposes. 

8.2 Claim of Indemnification. TheParties hereto agree to waive any right they might have of first requiring the IndemnifiedParty to proceed against or enforce any other right, power, remedy, security or claimpayment from any other person before claiming this indemnity. 

8.3 Notice of Claim. In case anyaction is brought against an Indemnified Party in respect of which indemnity may besought, the Indemnified Party will give the Company prompt written notice of any suchaction of which the Indemnified Party has knowledge. Failure by the Indemnified Party toso notify shall not relieve CHG of its obligation of indemnification hereunder unless (andonly to the extent that) such failure results in a forfeiture of substantive rights ordefenses. 

9.              FORCE MAJEURE 

9.1 Events. If either Party hereto isat any time either during this Agreement or thereafter prevented or delayed in complyingwith any provisions of this Agreement by reason of strikes, walk-outs, labour shortages,power shortages, fires, wars, acts of God, earthquakes, storms, floods, explosions,accidents, protests or demonstrations by environmental lobbyists or native rights groups,delays in transportation, breakdown of machinery, inability to obtain necessary materialsin the open market, unavailability of equipment, governmental regulations restrictingnormal operations, shipping delays or any other reason or reasons beyond the control ofthat Party, then the time limited for the performance by that Party of its respectiveobligations hereunder shall be extended by a period of time equal in length to the periodof each such prevention or delay. 

9.2 Notice. A Party shall withinseven calendar days give notice to the other Party of each event of force majeure undersection 8.1 of this Agreement, and upon cessation of such event shall furnish the otherParty with notice of that event together with particulars of the number of days by whichthe obligations of that Party have been extended by virtue of such event of force majeureand all preceding events of force majeure. 

10.              ARBITRATION 

10.1 Matters for Arbitration. Exceptfor matters of indemnity or in the case of urgency to prevent material harm to asubstantive right or asset, the Parties agree that all questions or matters in disputewith respect to this Agreement shall be submitted to arbitration pursuant to the termshereof. This provision shall not prejudice a Party from seeking court order or assistanceto garnish or secure sums or to seek summary remedy for such matters as counsel mayconsider amenable to summary proceedings. 

10.2 Notice. It shall be a conditionprecedent to the right of any Party to submit any matter to arbitration pursuant to theprovisions hereof, that any Party intending to refer any matter to arbitration shall havegiven not less than 10 business days’ prior written notice of its intention to do soto the other Party together with particulars of the matter in dispute. On the expirationof such 10 business days the Party who gave such notice may proceed to refer the disputeto arbitration as provided for in section “10.3” in this Agreement. 

10.3 Appointments. The Party desiringarbitration shall appoint one arbitrator, and shall notify the other Party of suchappointment, and the other Party shall, within 10 business days after receiving suchnotice, appoint an arbitrator, and the two arbitrators so named, before proceeding to act,shall, within 10 business days of the appointment of the last appointed arbitrator,unanimously agree on the appointment of a third arbitrator, to act with them and bechairman of the arbitration herein provided for. If the other Party shall fail to appointan arbitrator within 10 business days after receiving notice of the appointment of thefirst arbitrator, and if the two arbitrators appointed by the Parties shall be unable toagree on the appointment of the chairman, the chairman shall be appointed in accordancewith the Arbitration Act of the Province of British Columbia (the “ArbitrationAct”). Except as specifically otherwise provided in this section, the arbitrationherein provided for shall be conducted in accordance with such Arbitration Act. Thechairman, or in the case where only one arbitrator is appointed, the single arbitrator,shall fix a time and place for the purpose of hearing the evidence and representations ofthe Parties, and he shall preside over the arbitration and determine all questions ofprocedure not provided for by the Arbitration Act or this section. After hearing anyevidence and representations that the Parties may submit, the single arbitrator, or thearbitrators, as the case may be, shall make an award and reduce the same to writing, anddeliver one copy thereof to each of the Parties. The expense of the arbitration shall bepaid as specified in the award. 

10.4 Award. The Parties agree thatthe award of a majority of the arbitrators, or in the case of a single arbitrator, of sucharbitrator, shall be final and binding upon each of them. 

11. NOTICE 

11.1 Notice. Each notice, demand orother communication required or permitted to be given under this Agreement shall be inwriting and shall be sent by prepaid registered mail deposited in a recognized post officeand addressed to the Party entitled to receive the same, or delivered to such Party, atthe address for such Party specified on the front page of this Agreement. The date ofreceipt of such notice, demand or other communication shall be the date of deliverythereof if delivered, or, if given by registered mail as aforesaid, shall be deemedconclusively to be the third day after the same shall have been so mailed, except in thecase of interruption of postal services for any reason whatsoever, in which case the dateof receipt shall be the date on which the notice, demand or other communication isactually received by the addressee. 

11.2 Change of Address. Either Partymay at any time and from time to time notify the other Party in writing of a change ofaddress and the new address to which notice shall be given to it thereafter until furtherchange. 

12.              GENERAL PROVISIONS 

12.1 Entire Agreement. This Agreementconstitutes the entire agreement to date between the Parties hereto and supersedes everyprevious agreement, expectation, negotiation, representation or understanding, whetheroral or written, express or implied, statutory or otherwise, between the Parties withrespect to the subject matter of this Agreement. 

12.2 No Relationship ofEmployer-Employee. Nothing contained in this Agreement shall be construed as creating therelationship of employer and employee as between CHG and Capital Hill. 

12.3 No Assignment. This Agreementmay not be assigned by either Party except with the prior written consent of the otherParty. 

12.4 Warranty of Good Faith. TheParties hereto warrant each to the other to conduct their duties and obligations hereof ingood faith and with due diligence and to employ all reasonable endeavours to fully complywith and conduct the terms and conditions of this Agreement. 

12.5 Regulatory Authorities. ThisAgreement is subject to prior Regulatory Approval, if required, of each of the RegulatoryAuthorities. 

12.6 Further Assurances. The Partieswill from time to time after the execution of this Agreement make, do, execute or cause orpermit to be made, done or executed, all such further and other acts, deeds, things,devices and assurances in law whatsoever as may be required to carry out the trueintention and to give full force and effect to this Agreement. 

12.7 Applicable Law. The situs ofthis Agreement is Vancouver, British Columbia, and for all purposes this Agreement will begoverned exclusively by and construed and enforced in accordance with the laws prevailingin the Province of British Columbia. 

12.8 Severability and Construction.Each Article, section, paragraph, term and provision of this Agreement, and any portionthereof, shall be considered severable, and if, for any reason, any portion of thisAgreement is determined to be invalid, contrary to or in conflict with any applicablepresent or future law, rule or regulation in a final unappealable ruling issued by anycourt, agency or tribunal with valid jurisdiction in a proceeding to which any Partyhereto is a party, that ruling shall not impair the operation of, or have any other effectupon, such other portions of this Agreement as may remain otherwise intelligible (all ofwhich shall remain binding on the Parties and continue to be given full force and effectas of the date upon which the ruling becomes final). 

12.9 Captions. The captions, sectionnumbers and Article numbers appearing in this Agreement and the index hereto are insertedfor convenience of reference only and shall in no way define, limit, construe or describethe scope or intent of this Agreement nor in any way affect this Agreement. 

12.10 No Partnerships or Agency. TheParties have not created a partnership or agency and nothing contained in this Agreementshall in any manner whatsoever constitute any Party the partner, agent or legalrepresentative of the other Party, except as specifically herein provided. 

12.11 Consents and Waivers. Noconsent or waiver expressed or implied by either Party in respect of any breach or defaultby the other in the performance by such other of its obligations hereunder shall: 

    (a)                 be valid unless it is in writing and stated to be a consent or waiver pursuant          to this section; 

    (b)                 be relied upon as a consent to or waiver of any other breach or default of the          same or any other obligation; 

    (c)                 constitute a general waiver under this Agreement; or 

    (d)                 eliminate or modify the need for a specific consent or waiver pursuant to this          section in any other or subsequent instance. 

IN WITNESS WHEREOF the parties heretohave hereunto executed the Agreement as of the day and year first above written. 

CAPITAL HILL GOLD, INC. 

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/s/______________________Malcolm