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EXHIBIT 10.8

PROPERTY OPTION AGREEMENT

THIS AGREEMENT made and entered into as of the 24thday of December, 2003.

|BETWEEN: | LARRY McINTOSH and SUSAN K. McINTOSH
|-------- | ------------------------------------
|         | 1955 Stephen Ct.                    
|         | P.O. Box 1388                       
|         | Gardnerville, Nevada                
|         | USA 89410                           
|        
|        
|         | (herein called the “Optionor”)      
|        
|         | OF THE FIRST PART                   
|        
|AND:     | LINCOLN GOLD CORP.                  
|         | 435 Martin Street                   
|         | Suite 1010                          
|         | Blaine, Wa.,                        
|         | 98230                               
|        
|        
|         | (herein called the “Optionee”)      
|        
|        
|         | OF THE SECOND PART                  




AND WHEREAS the Optionor, subject to the Net Smelter Royalty
  reserved to the Optionor, now wishes to grant to the Optionee the exclusive
  right and option to acquire an undivided 100% right, title and interest in and
  to the Property on the terms and conditions hereinafter set forth;

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration
  of the premises, the mutual covenants herein set forth and the sum of One Dollar
  ($1.00) of lawful money of U.S. currency now paid by the Optionee to the
  Optionor (the receipt whereof is hereby acknowledged), the Parties hereto do
  hereby mutually covenant and agree as follows:

1.Definitions.The following words,
  phrases and expressions shall have the following meanings:

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EXHIBIT 10.8

a.
  “After Acquired Properties” means any and all mineral interests
  staked, located, granted or acquired by or on behalf of either of the parties
  hereto which are located in whole or in part within sections 17, 18, 19, 20
  and 30, T24N, R27E, Churchill County, Nevada, but excepting mineral interests
  acquired by the Optionee from unaffiliated third parties in arm’s length
  transactions;

b.
  “Expenditures” includes all direct or indirect expenses [net of
  government incentives and not including payments to the Optionor pursuant to
  section 4 hereof] of or incidental to Mining Operations;

c.
  “Facilities” means all mines and plants, including without limitation,
  all pits, shafts, adits, haulageways, raises and other underground workings,
  and all buildings, plants, facilities and other structures, fixtures and improvements,
  and all other property, whether fixed or moveable, as the same may exist at
  any time in, or on the Property and relating to the operator of the Property
  as a mine or outside the Property if for the exclusive benefit of the Property
  only;

d.
  “Force Majeure” means an event beyond the reasonable control of
  the Optionee that prevents or delays it from conducting the activities contemplated
  by this Agreement other than (1) the making of payments under Section 4; (2)
  maintenance of the Property (including payment of Federal annual mining claim
  maintenance fees and fees for the recording of notices of intent to hold) under
  Section 12; (3) maintenance of Optionee’s insurance coverage under Section
  15; and (4) Optionee’s defense, indemnification and hold harmless obligations
  under Section 14. Such events shall include but not be limited to acts of God,
  war, insurrection, action of governmental agencies reflecting an instability
  in government procedures, or delay in permitting unacceptable to both Optionor
  and Optionee;

e.
  “Gold Price” means Monthly Average Gold Price as defined in Schedule
  “B” attached hereto;

f.
  “Interest Rate” means LIBOR plus two percent (2%) per annum;

g.
  “Mineral Products” means the commercial end products derived from
  operating the Property as a mine;

h.
  “Mining Operations” includes:

(i)
  every kind of work done on or with respect to the Property by or under the direction
  of the Optionee during the Option Period; and

(ii)
  without limiting the generality of the foregoing, includes all work which qualifies
  for annual assessment work under applicable Federal and state laws and regulations,
  and the conduct of geophysical, geochemical and geological surveys, studies
  and mapping, investigating, drilling, designing, examining, equipping, improving,
  surveying, shaft sinking, raising, cross-cutting and drifting, searching for,
  digging,

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EXHIBIT 10.8

trucking, sampling, working and procuring minerals, ores and
  metals, in surveying and bringing any mineral claims to lease or patent, in
  doing all other work usually considered to be prospecting, exploration, development,
  a feasibility study, mining work, milling, concentration, beneficiation of ores
  and concentrates, as well as the separation and extraction of Mineral Products
  and all reclamation, restoration and permitting activities;

g.
  “Net Smelter Royalty” means that Net Smelter Royalty as defined
  in Schedule “B” attached hereto (“NSR”);

h.
  “Option” means the option granted by the Optionor to the Optionee
  to acquire, subject to the NSR reserved to the Optionor, an undivided 100% right,
  title and interest in and to the Property as more particularly set forth in
  Section 4;

i.
  “Option Period” means the period from the date of this Agreement
  to the date at which Optionee has performed its obligations to acquire its 100%
  interest in the Property as prescribed in Section 4, which ever shall be the
  lesser period;

j.
  "Property" means and includes:

(i)
  those mining claims described in Schedule A attached hereto;

(ii)
  all rights and appurtenances pertaining to the mining claims including all water
  and water rights of way, and easements, both recorded and unrecorded, to which
  the Optionor and Optionee are entitled in respect thereof.

2. Headings.Any heading, caption or index hereto shall
  not be used in any way in construing or interpreting any provision hereof.

3. Singular, Plural.Whenever the singular or masculine
  or neuter is used in this Agreement, the same shall be construed as meaning
  plural or feminine or body politic or corporate or vice versa, as the context
  so requires.

4. Option.The Optionor hereby grants to the Optionee
  the sole and exclusive right and option (the “Option”) to earn a
  100% interest in the Property, subject to Optionor’s NSR, for total consideration
  consisting of cash payments to the Optionor totalling $210,000 to be made
  as follows:

| | a. | the payment to the Optionor of $5,000 upon signing of this Agreement;
| | -- | ---------------------------------------------------------------------
|
| | b. | $5,000 on January 10, 2005;                                          
|
| | c. | $10,000 on January 10, 2006;                                         
|
| | d. | $15,000 on January 10, 2007;                                         
|
| | e. | $25,000 on January 10 of each year from 2008 to 2012; and            

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EXHIBIT 10.8

| | f. | $50,000 on January 10, 2013.
| | -- | ----------------------------

Following
  which the Optionee shall be deemed to have exercised the Option (the “Exercise
  Date”) and shall be entitled to an undivided 100% right, title and interest
  in and to the Property with the full right and authority to equip the Property
  for production and operate the Property as a mine subject to the rights of the
  Optionor to receive the NSR.

If
  prior to January 10, 2013 the Optionee completes a positive feasibility for
  the development or mining of Mineral Products on the Property and obtains all
  government approvals, consents, licenses and permits to construct, develop or
  operate a mine on the Property, the Optionee shall purchase the Property prior
  to the commencement of mining of Mineral Products. In that event the purchase
  price for the Property shall be the sum of all unpaid payments due to the Optionor
  pursuant to this article 4 through January 10, 2013.

g.
  The doing of any act or the incurrence of any cash payments by the Optionee
  shall not obligate the Optionee to do any further acts or make any further payments.

5. Royalty.Optionee agrees that the Property shall
  be subject to a royalty in favour of the Optionor equal to 3% of Net Smelter
  Returns if the Gold Price is less than or equal to $400 per ounce, and 4%
  of Net Smelter Returns if the Gold Price is greater than $400 per ounce,
  to be calculated and paid according to and otherwise governed by Schedule B
  hereto.

Optionee may at any time elect to make a payment (the “Royalty
  Buydown Option”) to the Optionors to reduce the amount of the Net Smelter
  Royalty by 1%, up to a maximum of 2%, upon the payment of $500,000 for each
  1% of reduction as set out in the table below:

|Gold Price
      (US$ per ounce) | Net Smelter Royalty payable on execution of the
      Agreement | Net Smelter Royalty payable after first payment
      of $500,000 | Net Smelter Royalty payable after second payment
      of $500,000
|-------------------------------- | --------------------------------------------------------------- | ----------------------------------------------------------------- | ------------------------------------------------------------------
|Less than or equal to $400       | 3%                                                              | 2%                                                                | 1%                                                                
|Greater than $400                | 4%                                                              | 3%                                                                | 2%                                                                

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EXHIBIT 10.8

Upon
  Optionee exercising the option to acquire the Property pursuant to article 4,
  the Optionor shall deliver to Optionee duly executed transfers to Optionee of
  a 100% interest in and to the Property, and Optionor shall have no further rights
  to the Property other than the royalty interest pursuant to article 5.

7. Mining Operations during Option.During the Option
  Period, the Optionor may provide its mineral exploration expertise on the Property,
  on a consultation basis for and on behalf of the Optionee, at the election of
  the Optionee. However, the Optionee has the exclusive right to determine what
  Expenditures and Mining Operations it will perform, when they will be performed,
  and by whom. If the Optionee elects to use the mineral expertise and consulting
  services of the Optionor, then the Optionor shall invoice for time for consulting
  services and related travel expenses from time to time.

During
  the currency of this Agreement, the Optionee, its servants, agents and workmen
  and any persons duly authorized by the Optionee, shall have the right of access
  to and from and to enter upon and take possession of and prospect, explore and
  develop the Property in such manner as the Optionee in its sole discretion may
  deem advisable and shall have the right to remove and ship therefrom ores, minerals,
  metals, or other products recovered in any manner therefrom. However the Optionee
  shall purchase the Property, as described in article 4 herein, prior to the
  commencement of mining of Mineral Products.

Optionee
  shall reclaim the surface of the Property disturbed by its operations hereunder
  in accordance with applicable federal, state and local rules and regulations.

Optionee
  and the Optionor agree to share all data relating to the Property. Upon termination
  of this agreement, Optionee agrees that it will, within 30 days after the effective
  date of termination, deliver to the Optionor copies of all raw data regarding
  the Property in Optionee’s possession and not hitherto delivered to the
  Optionor. Optionee does not make, and shall not be deemed to have made, directly
  or indirectly, any express or implied representation or warranty to the Optionor
  as to the accuracy or completeness of any such data delivered to the Optionor
  except that it was developed and delivered in good faith. Optionee shall not
  have any liability arising out of the use of or reliance on any data delivered
  to the Optionor hereunder so long as Optionee developed and delivered it in
  good faith. On the Optionor’s written request, Optionee shall transfer
  to the Optionor custody and possession of drill core, cuttings and pulps for
  the Optionor’s examination and review however, it is hereby agreed that
  such drill core, cuttings and pulps belong to the Optionee and must be returned
  to the Optionee, if so requested by the Optionee unless otherwise agreed between
  the parties.

Optionee
  shall deliever to Optionor on or before May 1 of each year a report in reasonable
  detail on Optionee’s activities on and in connection with the Property
  during the preceding calendar year.

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EXHIBIT 10.8

Optionee
  shall allow the Optionor or any duly authorized agent or representative of the
  Optionor to inspect the Property upon giving Optionee 48 hours written notice;
  provided however that it is agreed and understood that the Optionor or any such
  agent or representative shall not interfere with Optionee's activities on the
  Property and shall be at his own risk and that Optionee shall not be liable
  for any loss, damage or injury incurred by the Optionor or its agent or representative
  arising from its inspection of the Property, however caused.

8. Assignment.During the Option Term, Optionee may
  not assign, sell or transfer its rights under this Agreement without Optionor’s
  prior written consent which shall not be withheld unreasonably. It will be a
  condition of any assignment under this Agreement that such assignee shall agree
  in writing to be bound by the terms of this Agreement applicable to the assignor.
  After Optionee has exercised and closed the Option, and subject to Optionor’s
  NSR, Optionee may assign, sell or transfer its interest in the Property without
  Optionor’s consent.

9. Termination.This Agreement shall forthwith terminate
  in circumstances where:

a.
  The Optionee shall fail to comply with any of its obligations hereunder, subject
  to Force Majeure, and within 30 days of receipt by the Optionee of written notice
  from the Optionor of such default, the Optionee has not:

(i)
  cured such default, or commenced proceedings to cure such default and prosecuted
  same to completion without undue delay; or

(ii)
  given the Optionor notice that it denies that such default has occurred.

In the event that the Optionee gives notice that it denies
  that a default has occurred, the Optionee shall not be deemed to be in default
  until the matter shall have been determined finally through such means of dispute
  resolution as such matter has been subjected to by either party; or

b.
  The Optionee gives notice of termination to the Optionor, which it shall be
  at liberty to do at any time after the execution of this Agreement.

On
  termination of this Agreement, except on Optionee’s exercise and closing
  of the Option, Optionee shall be fully liable for and shall pay all costs of
  maintenance of the Property, including Federal annual mining claim maintenance
  fees and fees for recording of any notice of intent to hold required to be recorded
  under applicable law, which have accrued on the termination date or which will
  accrue within ninety (90) days following the termination date. For example,
  if the Federal annual mining claim maintenance fees are due and payable on or
  before September 1 of any year, if this Agreement is terminated on or after
  June 2 of such year, Optionee shall be fully responsible for and shall pay the
  Federal annual mining claim maintenance fees which are due and payable on or
  before September 1 of that year.

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EXHIBIT 10.8

On
  termination of this Agreement, Optionee shall have no obligations under this
  Agreement except such obligations which have accrued on or before the termination
  date or which expressly survive termination of this Agreement.

Upon
  termination of this Agreement under this Section 9, the Optionee shall vacate
  the Property within a reasonable time after such termination, but shall have
  the right of access to the Property for a period of six months thereafter for
  the purpose of removing its chattels, machinery, equipment and fixtures.

10. Representations, Warranties and Covenants of
  the Optionor.The Optionor represents, warrants and covenants to and with
  the Optionee as follows:

a.
  Optionor is a person validly existing and in good standing under the laws of
  Nevada and the United States;

b.
  Optionor has full power and authority to carry on its business and to enter
  into this Agreement and any agreement or instrument referred to or contemplated
  by this Agreement;

c.
  Neither the execution and delivery of this Agreement, nor any of the agreements
  referred to herein or contemplated hereby, nor the consummation of the transactions
  hereby contemplated conflict with, result in the breach of or accelerate the
  performance required by, any agreement to which it is a party;

d.
  The execution and delivery of this Agreement and the agreements contemplated
  hereby will not violate or result in the breach of the laws of any jurisdiction
  applicable or pertaining thereto;

e.
  The Agreement constitutes a legal, valid and binding obligation of the Optionor;

f.
  The Property is accurately described in Schedule “A”, is in good
  standing under the laws of the jurisdiction in which it is located and is free
  and clear of all liens, charges and encumbrances;

g.
  The Optionor is the sole recorded and beneficial owner of the Property and has
  the exclusive right to enter into this Agreement and all necessary authority
  to transfer its interest in the Property in accordance with the terms of this
  Agreement;

h.
  No person, firm or corporation has any proprietary or possessors interest in
  the Property other than the Optionor, and no person, firm or corporation is
  entitled to any royalty or other payment in the nature of rent or royalty on
  any minerals, ores, metals or concentrates or any other such products removed
  from the Property other than the United States government or the government
  of the State of Nevada pursuant to statute;

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EXHIBIT 10.8

notwithstanding any Federal, State or County royalties or
  net proceeds tax derived from mining operations.

i.
  Upon request by the Optionee, and at the sole cost of the Optionee, the Optionor
  shall deliver or cause to be delivered to the Optionee copies of all available
  maps and other documents and data in its possession respecting the Property.
  Nothing will be withheld, hidden, or kept from the Optionee, whether the data
  or information is held or not by the Optionor;

j.
  Subject to performance by the Optionee of its obligations under Section 4, during
  the Option Period, the Optionee will keep the Property in good standing, free
  and clear of all liens, charges and encumbrances, will carry out all Mining
  Operations on the Property in a miner-like fashion. If the Optionee elects to
  use the mining expertise and consulting services of the Optionor, the Optionor
  will obtain and maintain all necessary approvals, consents, licenses and permits
  as are required under Federal, state and local laws, regulations and ordinances;
  and

k.
  Optionor represents that subject to the paramount title of the United States,
  Optionor is the sole and only owner of the Property; that each of the unpatented
  claims included in the Property has been validly located, filed and recorded
  in compliance with the laws of the State of Nevada and of the United States
  as they relate to location and recordation of such claims; that Optionor has
  timely complied with all of the filing provisions of the Federal Land Policy
  and Management Act as they pertain to the unpatented claims included within
  the Property and that said claims are valid and subsisting mining claims; that
  Optionor has performed assessment work or fully and timely paid the applicable
  claim maintenance fee upon said claims through the assessment year ended September
  l, 2003, and has recorded and filed proof thereof, all of which work, payments,
  recordings and filings have been completed in accordance with the applicable
  state and federal statutes pertaining to assessment work; that Optionor’s
  rights in the Property are not subject to any prior agreement, encumbrance,
  burden or restriction created by any act or instrument of Optionor; that to
  the best of Optionor’s knowledge, the Property is free from liens and
  encumbrances and other adverse claims by third parties; and that the Property
  is not burdened with any royalties, overriding royalties, net profits interests
  or payments on production.

11. Title to Property.Upon request, Optionor shall
  make available to Optionee such abstracts of title and other title records pertaining
  to the Property which he may have to aid Optionee in any title searching it
  may wish to undertake. Optionee may, but shall have no obligation to, investigate
  and cure as it sees fit any defects in title to the Property which Optionor
  fails to remedy after notice by Optionee. Optionor shall cooperate fully with
  Optionee in the curing of any such title defects, and Optionee shall reimburse
  Optionor for Optionor’s actual expenses resulting from its cooperation
  in this effort. One-half of the expenses incurred by the Optionor and reimbursed
  by Optionee shall be taken as a credit by Optionee against cash consideration
  and the NSR payable hereunder to Optionor. Optionee may, but shall have no obligation
  to, investigate and cure as it sees fit any defects in the title, location,
  recordation or filing of the unpatented mining claims

8

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EXHIBIT 10.8

comprising the Property, and Optionor shall cooperate fully
  with the curing of said deficiencies at the expense of Optionee. Additionally,
  Optionor authorizes Optionee, at its discretion reasonably exercised and on
  advance written notice to Optionor, to relocate, amend, restake, refile and
  rerecord any particular mining claim or claims in the Property or documents
  associated therewith. Where required for restaking or relocation, Optionor shall
  execute notices of abandonment of mining claims, and, in turn, Optionee agrees
  that any relocation, restaking or location of fractions within the perimeter
  of the mining claims covered or to be covered by this Agreement shall be accomplished
  in Optionor’s name until the full and complete exercise of the option
  by the Optionee.

Optionee
  and Optionor recognize that legislation to amend the mining laws of the United
  States or the state of Nevada may be enacted during the term of this Agreement
  and that any such legislation, if enacted, may contain provisions affecting
  Optionors or holders of existing unpatented mining claims, including but not
  limited to provisions (i) permitting or requiring conversion of existing unpatented
  claims to a new type of mining claim or interest, (ii) permitting or requiring
  Optionors or holders of existing mining claims to comply with some or all of
  the requirements of such amended mining laws, or (iii) permitting or requiring
  Optionors or holders of existing mining claims to commence patent proceedings
  within a specified period of time ("Claim Holder Rights"). For all purposes
  and during the term of this Agreement, Optionor grants to Optionee all Claim
  Holder Rights now or hereafter vested in Optionor, whether contained in federal
  legislation, regulations promulgated thereunder or similar state laws or regulations,
  together with Optionor’s rights to enforce any existing rights to the
  Property or any Claim Holder Rights against any third party, or to litigate
  or contest any such existing rights or Claim Holder Rights before any court
  or administrative agency. In this respect, said Claim Holder Rights shall revert
  back to Optionor at the expiration of this Agreement. Optionee may, but shall
  have no obligation to, exercise such rights as to any, all or none of the mining
  claims included in the Property, at any time and from time to time, in Optionee’s
  sole discretion. Optionor shall cooperate in Optionee’s exercise of such
  rights, including without limitation by executing required forms or documents,
  participating in any action or proceeding relating to such rights or allowing
  any such action or proceeding to be taken or prosecuted in Optionor’s
  name.

Ifthe United States or any third party attacks the validity of the mining
  claims included in the Property, Optionee may, but shall have no obligation
  to, defend their validity. If any such attack occurs, Optionee shall immediately
  notify Optionor and indicate whether it intends to defend such action. If Optionee
  elects to defend such action, it shall not be precluded from withdrawing from
  such action provided that it first notifies Optionor of such decision within
  such time as may reasonably permit Optionor to continue with such defense if
  Optionor chooses to do so.

12. Property Maintenance.To the extent required by
  law, beginning with the annual assessment work period of September 1, 2004,
  to September 1, 2005, and for each succeeding annual assessment work year commencing
  during the term of this Agreement, Optionee shall perform for the benefit of
  the Property work of a type customarily deemed applicable as assessment work
  and of sufficient value to satisfy the annual assessment work requirements of
  all applicable federal, state and local laws, regulations and

9

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EXHIBIT 10.8

ordinances, if any, and shall prepare evidence of the same
  in form proper for recordation and filing, and shall timely record and/or file
  such evidence in the appropriate federal, state and local office as required
  by applicable federal, state and local laws, regulations and ordinances, provided
  that if Optionee elects to terminate this Agreement more than 90 days before
  the deadline for performance of annual assessment work for the succeeding annual
  assessment year, Optionee shall have no obligation to perform annual assessment
  work nor to prepare, record and/or file evidence of the same for the following
  annual assessment year.

If
  under applicable federal laws and regulations federal annual mining claim maintenance
  fees are required to be paid for the unpatented mining claims which constitute
  all or part of the Property, beginning with the annual assessment work period
  of September 1, 2004, to September 1, 2005, Optionee shall timely and properly
  pay the federal annual mining claim maintenance fees, and shall execute and
  record or file, as applicable, proof of payment of the federal annual mining
  claim maintenance fees and of Optionor’s intention to hold the unpatented
  mining claims which constitute the Property. If Optionee elects to terminate
  this Agreement more than 90 days before the deadline for payment of the federal
  annual mining claim maintenance fees for the succeeding annual assessment year,
  Optionee shall have no obligation to pay the federal annual mining claim maintenance
  fees for the Property for the succeeding assessment year.

Optionee
  shall perform its obligations under this Section, including payment of all fees
  and filing and recording of required documents, at least thirty (30) days before
  the applicable deadline and shall deliver to Optionor proof of Optionee’s
  performance of its obligations at least fifteen (15) days before the applicable
  deadline.

13. Representations, Warranties and Covenants of
  the Optionee.The Optionee represents, warrants and covenants to and with
  the Optionor that:

a.
  The Optionee is a company duly organized validly existing and in good standing
  under the laws of Nevada;

b.
  The Optionee has full power and authority to carry on its business and to enter
  into this Agreement and any agreement or instrument referred to or contemplated
  by this Agreement;

c.
  Neither the execution and delivery of this Agreement, nor any of the agreements
  referred to herein or contemplated hereby, nor the consummation of the transactions
  hereby contemplated conflict with, result in the breach of or accelerate the
  performance required by, any agreement to which it is a party;

d.
  The execution and delivery of this Agreement and the agreements contemplated
  hereby will not violate or result in the breach of the laws of any jurisdiction
  applicable or pertaining thereto or of its constating documents; and

10

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EXHIBIT 10.8

e.
  This Agreement constitutes a legal, valid and binding obligation of the Optionee.

14. Indemnity and Survival of Representation.The
  representation and warranties hereinbefore set out are conditions on which the
  parties have relied in entering into this Agreement and shall survive the acquisition
  of any interest in the Property by the Optionee and each of the parties will
  indemnify and save the other harmless from all loss, damage, costs, actions
  and suits arising out of or in connection with any breach of any representation,
  warranty, covenant, agreement or condition made by them and contained in this
  Agreement.

Optionee
  agrees to defend, indemnify and save harmless the Optionor from any liability
  to which it may be subject arising from any Mining Operations carried out by
  the Optionee or at its direction on the Property.

Optionor
  agrees to defend, indemnify and save harmless the Optionee from any liability
  arising from Optionor’s work done on or with respect to the Property before
  the effective date of this Agreement (the “Prior Operations”); Optionor’s
  obligations for Prior Operations shall terminate two (2) years after the effective
  date of this Agreement. Without limiting the generality of the foregoing, Prior
  Operations includes all work capable of receiving assessment credits pursuant
  to The Mines and Minerals Act of Nevada and the work of assessment, geophysical,
  geochemical and geological surveys, studies and mapping, investigating, drilling,
  designing, examining, equipping, improving, surveying, shaft sinking, raising,
  cross-cutting and drifting, searching for, digging, trucking, sampling, working
  and procuring minerals, ores and metals, in surveying and bringing any mineral
  claims to lease or patent, in doing all other work usually considered to be
  prospecting, exploration, development, a feasibility study, mining work, milling,
  concentration, beneficiation of ores and concentrates, as well as the separation
  and extraction of Mineral Products and all reclamation, restoration and permitting
  activities.

15. Insurance and Indemnity.

a.
  Optionee’s Liability Insurance.Optionee shall, at Optionee’s
  sole cost, keep in force during this Agreement term a policy of commercial general
  liability insurance covering property damage and liability for personal injury
  occurring on or about the Property, with limits in the amount of at least One
  Million Dollars ($1,000,000) per occurrence for injuries to or death of
  person, .5 Million Dollars ($500,000) per occurrence for property damage,
  and with a contractual liability endorsement insuring Optionee’s performance
  of Optionee’s indemnity obligations of this Agreement.

b.Form and Certificates.The policy of insurance required to be carried by
  Optionee pursuant to this Section shall name Optionor as an additional insured
  and contain a cross-liability and severability endorsement. Optionee’s
  insurance policy shall also be primary insurance without right of contribution
  from any policy carried by Optionor. A certificate of insurance and a copy of
  Optionee’s insurance policy shall be

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EXHIBIT 10.8

provided to Optionor before any entry by Optionee or its agents
  or employees on the Property and shall provide that such policy is not subject
  to cancellation, expiration or change, except upon thirty (30) days prior written
  notice to Optionor.

16. Liens and Notices of Non-Responsibility.Optionee
  agrees to keep the Property at all times during the term of this Agreement until
  the Exercise Date free and clear of all liens, charges and encumbrances of any
  and every nature and description done made or caused by Optionee, and to pay,
  and defend, indemnify and hold harmless Optionor from and against, all indebtedness
  and liabilities incurred by or for Optionee which may or might become a lien,
  charge or encumbrance; except that Optionee need not discharge or release any
  such lien, charge or encumbrance so long as Optionee disputes or contests the
  lien, charge or encumbrance and posts a bond sufficient to discharge lien acceptable
  to Optionor. Subject to Optionee’s right to post a bond in accordance
  with the foregoing, if Optionee does not within thirty (30) days following the
  imposition of any such lien, charge or encumbrance, cause the same to be released
  of record, Optionor shall have, in addition to Optionor’s contractual
  and legal remedies, the right, but not the obligation, to cause the lien to
  be released by such manner as Optionor deems proper, including payment of the
  claim giving rise to such lien, charge or encumbrance. All sums paid by Optionor
  for and all expenses incurred by it in connection with such purpose, including
  court costs and attorney’s fees, shall be payable by Optionee to Optionor
  on demand, with interest at the Interest Rate at the time of the occurrence,
  provided however, if it is determined by legal or some other means that the
  Optionee wins its disputes or contests of any such lien, charge or encumbrance,
  then the Optionee shall not be obliged to pay the Optionor for the Optionor’s
  expenses incurred by the Optionor in connection with such purpose, including
  court costs and attorney’s fees.

17. Confidentiality.The parties hereto agree to hold
  in confidence all information obtained in confidence in respect of the Property
  or otherwise in connection with this Agreement other than in circumstances where
  a party has an obligation to disclose such information in accordance with applicable
  securities legislation.

18. Memorandum for Recording.Not applicable.

19. Notice.All notices, consents, demands and requests
  (in this Section 19 called the “Communication”) required or permitted
  to be given under this Agreement shall be in writing and may be delivered personally
  sent by telegram, by telex or telecopier or other electronic means or may be
  forwarded by first class prepaid registered mail to the parties at their addresses
  first above written. Any Communication delivered personally or sent by telegram,
  telex or telecopier or other electronic means including email shall be deemed
  to have been given and received on the second business day next following the
  date of sending. Any Communication mailed as aforesaid shall be deemed to have
  been given and received on the fifth business day following the date it is posted,
  addressed to the parties at their addresses first above written or to such other
  address or addresses as either party may from time to time specify by notice
  to the other; provided, however, that if there shall be a mail strike, slowdown
  or other labour dispute which might effect delivery of the Communication by
  mail, then the Communication shall be effective only

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EXHIBIT 10.8

if actually delivered. For purposes of this agreement and
  as a definition of address the Optionor’s email shall be defined as larrylmcintosh@charter.net
  and the Optionor’s telecopier number is 775-782-403. The Optionee’s
  email shall be defined as c/o mad@senategroup.com
  and the Optionee’s telecopier number is c/o 604-689-1722. Notice will
  be provided to each party should their respective email address change.

20. Further Assurances.Each of the parties
  to this Agreement shall from time to time and at all times do all such further
  acts and execute and deliver all further deeds and documents as shall be reasonably
  required in order to fully perform and carry out the terms of this Agreement.

21. Entire Agreement. The parties hereto acknowledge
  that they have expressed herein the entire understanding and obligation of this
  Agreement and it is expressly understood and agreed that no implied covenant,
  condition, term or reservation, shall be read into this Agreement relating to
  or concerning any matter or operation provided for herein.

22. Proper Law and Arbitration.This Agreement
  will be governed by and construed in accordance with the laws of the State of
  Nevada and the laws of the United States of America applicable herein. The parties
  hereto hereby irrevocably attorn to the jurisdiction of the Courts of Nevada.
  All disputes arising out of or in connection with this Agreement, or in respect
  of any defined legal relationship associated therewith or derived therefrom,
  shall be referred to and finally resolved by a sole arbitrator by arbitration
  under Chapter 38 of the Nevada Revised Statutes. The arbitration shall be conducted
  in Reno, Nevada.

23. Enurement.This Agreement will enure to
  the benefit of and be binding upon the parties hereto and their respective successors
  and permitted assigns.

24. After Acquired Properties.

a.
  The parties covenant and agree, each with the other, that any and all After
  Acquired Properties, excepting mineral interests acquired by the Otionor from
  unaffiliated third parties in arms length transactions, shall be subject to
  the terms and conditions of this Agreement and shall be added to and deemed,
  for the purposes hereof, to be included in the Property. All such After Acquired
  Properties subject to this Agreement shall be acquired in Optionor’s name.
  Any costs incurred by the Optionor in staking, locating, recording or otherwise
  acquiring any “After Acquired Properties” will be deemed to be Mining
  Operations for which the Optionor will be entitled to reimbursements as part
  of the Expenditures payable by the Optionee hereunder.

b.
  Any additional claims agreed by the Optionee to be staked by the Optionor within
  sections 17, 18, 19, 20 and 30, T24N, R27E, Churchill County, Nevada shall form
  part of this Agreement. All such additional claims shall be located in Optionor’s
  name. The Optionee will reimburse the Optionor for the costs of staking the
  additional claims, unless the Optionee does not elect to own such additional
  claims. The Optionee has the

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EXHIBIT 10.8

exclusive right to determine if the staking of any additional
  claims is warranted for any After Acquired Properties. If Optionee elects to
  not own such additional claims, such additional claims shall belong to Optionor
  and Optionor shall be free to assign, sell, transfer or otherwise dispose of
  such additional claims as Optionor determines in Optionor’s sole discretion.

25. Default.Notwithstanding anything in this Agreement
  to the contrary if any party (a “Defaulting Party”) is in default
  of any requirement herein set forth the party affected by such default shall
  give written notice to the Defaulting Party specifying the default and the Defaulting
  Party shall not lose any rights under this Agreement, unless thirty (30) days
  after the giving of notice of default by the affected party the Defaulting Party
  has failed to take reasonable steps to cure the default by the appropriate performance
  and if the Defaulting Party fails within such period to take reasonable steps
  to cure any such default, the affected party shall be entitled to seek any remedy
  it may have on account of such default including, without limiting, termination
  of this Agreement.

26. Payment.All references to monies herein
  shall be in U.S. funds unless otherwise specified. The Optionee shall make payments
  for the Expenditures incurred by the Optionor no later than 15 days after the
  receipt of invoices delivered by the Optionor which for the purposes of this
  Agreement shall constitute prompt and due payment. All contractors will invoice
  the Optionee directly and any costs arising with respect to work performed shall
  be solely borne by the Optionee and not the Optionor.

27. Option Only.This is an option only and except
  as herein specifically provided otherwise nothing herein contained shall be
  construed as obligating the Optionee to do any acts or make any payments hereunder,
  and any act or payment or payments as shall be made hereunder shall not be construed
  as obligating the Optionee to do any further act or make any further payment
  or payments.

28. Supersedes Previous Agreements.This Agreement
  supersedes and replaces all previous oral or written agreements, memoranda,
  correspondence or other communications between the parties hereto relating to
  the subject matter hereof.

IN WITNESS WHEREOF the Parties hereto have duly executed
  this Agreement effective as of the 12th day of January, 2004.

|LARRY McINTOSH                   |  | SUSAN K. McINTOSH    
|-------------------------------- |  | ---------------------
|                                 |  |                      
|/s/ Larry McIntosh               |  | /s/ Susan K. McIntosh
|                                 |  |                      
|                                 |  |                      
|LINCOLN GOLD CORP.               |  |                      
|                                 |  |                      
|/s/ Paul F. Saxton               |  |                      
|Per:  __________________________ |  |                      
|Authorized Signatory             |  |                      

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EXHIBIT 10.8

SCHEDULE “A”

Hannah Project, Sections 17 and 18 in Township 24 North, Range
  27 East, Churchill County, Nevada.

|           | BLM        | COUNTY
|---------- | ---------- | ------
|CLAIM NAME | NMC NUMBER | RECORD
|NUMBER     |            |       
|           |            |       
|Hannah  31 | NMC818458  | 331489
|Hannah  32 | NMC818459  | 331490
|Hannah  33 | NMC818460  | 331491
|Hannah  34 | NMC818461  | 331492
|Hannah  35 | NMC818462  | 331493
|Hannah  36 | NMC818463  | 331493
|Hannah  83 | NMC818472  | 331503
|Hannah  84 | NMC818473  | 331504

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EXHIBIT 10.8

SCHEDULE “B” 
  Net Smelter Returns

Payor:     Optionee, as described in the Agreement to
  which this schedule is attached.

Payee:     Optionor, as described in the Agreement to
  which this schedule is attached.

Net Smelter Returns Provisions.The terms defined in
  the instrument to which this Exhibit is attached and made part of shall have
  the same meanings in this Exhibit. The following definitions shall apply to
  this Exhibit.

1. Definitions.

1.1
  "Gold Production" means the quantity of refined gold outturned to Payor's account
  by an independent third party refinery for gold produced from the Property during
  the month on either a provisional or final settlement basis.

1.2
  "Gross Value" shall be determined on a monthly basis and have the following
  meanings with respect to the following Minerals:

1.2.1
  Gold.

(a)
  If Payor sells unprocessed gold ores, or gold dore or gold concentrates produced
  from Minerals, then Gross Value shall be equal to the proceeds received by Payor
  during the month from such sales. Payor shall have the right to sell such unprocessed
  gold ores, gold dore and gold concentrates to an affiliated party, except that
  such sales shall be considered, solely for the purpose of determining Gross
  Value, to have been sold at prices and on terms no less favorable than those
  that would be obtained from an unaffiliated third party in similar quantities
  and under similar circumstances.

(b)
  If Payor produces refined gold (meeting the specifications of the London Bullion
  Market Association, and if the London Bullion Market Association no longer prescribes
  specifications, the specifications of such other association generally accepted
  and recognized in the mining industry) from Minerals, and if Section 1.2.1(a)
  above is not applicable, then for purposes of determining Gross Value, the refined
  gold shall be deemed to have been sold at the Monthly Average Gold Price for
  the month in which it was refined. The Gross Value shall be determined by multiplying
  Gold Production during the month by the Monthly Average Gold Price.

1.2.2
  Silver.

(a)
  If Payor sells unprocessed silver ores, or silver dore or silver concentrates
  produced from Minerals, then Gross Value shall be equal to the proceeds received
  by Payor during the month from such sales. Payor shall have the right to sell
  such unprocessed silver ores, silver dore and silver concentrates to an affiliated
  party, provided that such sales shall be considered, solely for the purpose
  of determining Gross Value, to have been sold at prices and on terms no less
  favorable than those that would be obtained from an unaffiliated third party
  in similar quantities and under similar circumstances.

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EXHIBIT 10.8

(b)
  If Payor produces refined silver (meeting the specifications for refined silver
  subject to the New York Silver Price published by Handy & Harmon, and if
  Handy & Harmon no longer publishes such specifications, the specifications
  of such other association or entity generally accepted and recognized in the
  mining industry) from Minerals, and if Section 1.2.2(a) above is not applicable,
  the refined silver shall be deemed to have been sold at the Monthly Average
  Silver Price for the month in which it was refined. The Gross Value shall be
  determined by multiplying Silver Production during the month by the Monthly
  Average Silver Price.

1.2.3
  All Other Minerals.

(a)
  If Payor sells unprocessed ores, dore or concentrates of any Minerals other
  than gold or silver, then the Gross Value shall be equal to the amount of proceeds
  received by Payor during the month from such sales. Payor shall have the right
  to sell such unprocessed ores, dore or concentrates to an affiliated party,
  provided that such sales shall be considered, solely for the purpose of determining
  Gross Value, to have been sold at prices and on terms no less favorable than
  those that would be obtained from an unaffiliated third party in similar quantities
  and under similar circumstances.

(b)
  If Payor produces refined or processed metals from Minerals other than refined
  gold or refined silver, and if Section 1.2.3(a) above is not applicable, then
  Gross Value shall be equal to the amount of the proceeds received by Payor during
  the month from the sale of such refined or processed metals. Payor shall have
  the right to sell such refined or processed metals to an affiliated party, provided
  that such sales shall be considered, solely for purposes of determining Gross
  Value, to have been sold at prices and on terms no less favorable than those
  that would be obtained from an unaffiliated third party in similar quantities
  and under similar circumstances.

1.3
  “Minerals” means all minerals and mineral materials, including gold,
  silver, platinum and platinum group metals, base metals (including antimony,
  chromium, cobalt, copper, lead, manganese, mercury, nickel, molybdenum, titanium,
  tungsten, zinc), and other metals and mineral materials which are on, in or
  under the Property.

1.4
  "Monthly Average Gold Price" means the average London Bullion Market Association
  Afternoon Gold Fix, calculated by dividing the sum of all such prices reported
  for the month by the number of days for which such prices were reported during
  that month. If the London Bullion Market Association Afternoon Gold Fix ceases
  to be published, all such references shall be replaced with references to prices
  of gold for immediate sale in another established market selected by Payor,
  as such prices are published in Metals Week magazine, and if Metals Week magazine
  no longer publishes such prices, the prices of such other association or entity
  generally accepted and recognized in the mining industry.

1.5
  "Monthly Average Silver Price" means the average New York Silver Price as published
  daily by Handy & Harmon, calculated by dividing the sum of all such prices
  reported for the month by the number of days in such month for which such prices
  were reported. If the Handy & Harmon quotations cease to be published, all
  such references shall be replaced with references to prices of silver for immediate
  sale in another established market selected by Payor as published in Metals
  Week magazine, and if Metals Week magazine no longer publishes such prices,
  the prices of such other association or entity generally accepted and recognized
  in the mining industry.

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EXHIBIT 10.8

1.6
  "Net Smelter Returns" means the Gross Value of all Minerals, less only the following
  costs, charges and expenses paid or incurred by Payor with respect to the refining
  and smelting of such Minerals, without limitation:

1.6.1
  Charges for smelting and refining (including assaying, penalty and sampling
  charges); and

1.6.2
  Actual costs of transportation (including freight, insurance, security, transaction
  taxes, handling, port, demurrage, delay and forwarding expenses incurred by
  reason of or in the course of such transportation) of concentrates or dore metal
  from the Property to the smelter or refinery, but in no event charges or costs
  of agglomeration, crushing, extraction, leaching, milling, mining, processing
  or transportation of Minerals or ores from any mine on the Property to an agglomerator,
  autoclave, concentrator, crusher, heap or other leach process, mill or plant.

1.7
  "Property" means the interests and properties described in the instrument to
  which this Exhibit is attached and is made a part.

1.8
  "Silver Production" means the quantity of refined silver outturned to Payor's
  account by an independent third-party refinery for silver produced from the
  Property during the month on either a provisional or final settlement basis.

2. Payment Procedures.

2.1
  Accrual of Obligation.Payor's obligation to pay the royalty shall accrue
  upon the sale or shipment from the Property of unrefined metals, dore metal,
  concentrates, ores or other Minerals products or, if refined metals are produced,
  upon the outturn of refined metals meeting the requirements of the specified
  published price to Payor's account.

2.2
  Quarterly Calculations and Payments. Net Smelter Returns royalties shall
  be determined on a quarterly basis. Payor shall pay Payee each quarterly royalty
  payment on or before the last business day of the month immediately following
  the last day of the month in which the royalty payment obligation accrued.

2.3
  Futures or Forward Sales.Except as provided in Sections 1.2.1(a), 1.2.2(a)
  and 1.2.3 above (regarding sales of unprocessed gold and silver and sales of
  Minerals other than gold and silver), Gross Value shall be determined irrespective
  of any actual arrangements for the sale or other disposition of Minerals by
  Payor, specifically including but not limited to forward sales, futures trading
  or commodities options trading, and any other price hedging, price protection,
  and speculative arrangements that may involve the possible delivery of gold,
  silver or other metals produced from Minerals.

2.4
  Sampling and Commingling. Payor shall have the right to commingle Minerals
  and ores from the Property and materials from other properties, provided, that
  Payor first informs Payee, in writing, of Payor’s intention to commingle
  and delivers to Payee a detailed written description of Payor’s commingling
  plan. Payee shall have sixty (60) days during which to review and comment on
  Payor’s proposed commingling plan. In any and all events, all Minerals
  and ores shall be measured and sampled by Payor in accordance with sound mining
  and metallurgical practices for metal and mineral content before commingling
  of any such Minerals or ores with materials from any other property. Representative
  samples of materials from the Property intended to be commingled shall

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EXHIBIT 10.8

be retained by Payor, and assays of these samples shall be
  made before commingling to determine the metal content of each ore. Detailed
  records shall be kept by Payee showing measurements, assays of metal content
  and gross metal content of the materials from the Property.

2.5
  Statements. At the time of payment of the royalty, Payor shall accompany
  such payment with a statement which shows in detail the quantities and grades
  of refined gold, silver or other metals or dore, concentrates, Minerals or ores
  produced from the Property sold or deemed sold by Payor in the preceding quarter;
  the Monthly Average Gold Price and Monthly Average Silver Price, as applicable;
  costs and other deductions; and other pertinent information in detail to explain
  the calculation of the payment with respect to such quarter. Payor shall deliver
  payment to Payee at the address provided in the instrument to which this Exhibit
  is attached or such other address as Payee designates in writing or by wire
  transfer to an account designated by Payee.

2.6
  Inventories and Stockpiles. Payor shall include in all quarterly statements
  a description of the quantity and quality of any gold or silver dore that has
  been retained as inventory for more than ninety (90) days. Payee shall have
  thirty (30) calendar days after receipt of the statement to either: (a) elect
  that the dore be deemed sold, with Gross Value to be determined as provided
  in Sections 1.2.1(b) for gold and 1.2.2(b) for silver, as of such thirtieth
  (30th) day utilizing the mine weights and assays for such dore and utilizing
  a reasonable recovery rate for refined metal and reasonable deemed charges for
  all deductions specified in Section 1.6 above, or (b) elect to wait until such
  time as the royalty payment otherwise would become payable pursuant to Sections
  1.2.1(b) and 1.2.2(b) . The Payee’s failure to respond within such time
  shall be deemed to be an election to use the methods described in Sections 1.2.1(b)
  and 1.2.2(b) . No royalty payments shall be due regarding stockpiles of other
  Minerals, concentrates or ores unless and until such Minerals, concentrates
  or ores are actually sold.

2.7
  Audit.Upon thirty (30) days’ advance notice and at a reasonable time,
  the Payee shall have the right to audit and examine the Payor’s accounts
  and records relating to the calculation and payment of the Net Smelter Returns
  royalty payments. If such audit determines that there has been a deficiency
  or an excess in the payment made to Payee, such deficiency or excess shall be
  resolved by adjusting the next quarterly royalty payment due Payee. Payee shall
  pay all costs of such audit unless the audit reveals an underpayment during
  the audit period of five percent (5%) or more of the royalty payments paid during
  the audit period. All accounts, books and records used by Payor to calculate
  the royalty payments shall be kept in accordance with generally accepted accounting
  principles applicable to the mining industry.

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