GRANT HARTFORD OPTION AGREEMENT

THIS AGREEMENT is made as of the 15th day of June, 2007.



	
  BETWEEN

  	
  COMMONWEALTH
  RESOURCES, L.L.C, (hereinafter referred to as "Commonwealth"), a limited
  liability company organized and existing under the laws of the State of
  Montana, whose mailing address is 619 S.W. Higgins Ave., Suite O, Missoula,
  Montana 59803;

  
	
   

  	
   

  
	
  AND

  	
  GRANT HARTFORD CORPORATION (hereinafter referred to as "GHC"), a corporation organized and existing under the laws of the State of Montana, whose mailing address is 619 S.W. Higgins Ave., Suite O, Missoula, Montana 59803.

  




WHEREAS, Commonwealth owns,
controls, or will own or control certain patented and unpatented mining claims
located in Granite County, Montana, the mineral rights for which it is willing
to sell to GHC under the terms of this Agreement; and



WHEREAS, Commonwealth is
willing to extend to GHC a surface lease of the subject patented mining claims
for the purposes of conducting exploration and mining operations on both the
patented and unpatented claims; and


WHEREAS, GHC desires the
exclusive option to acquire the mineral rights owned and controlled or to be
owned and controlled by Commonwealth and to enter into a surface lease of the
patented claims in order to conduct exploration and mining operations;


NOW, THEREFORE, in
consideration of the foregoing premises, the mutual covenants herein contained
and other good and valuable considerations, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:



ARTICLE 1.
DEFINITIONS



	
  1.1

  	
  In
  this Agreement capitalized terms and expressions not otherwise defined herein
  shall have the meaning assigned to them respectively in Schedule A hereto.

  




ARTICLE 2.
OPTION




	
  2.1

  	
  Commonwealth hereby grants to GHC the sole and exclusive right and option (the
  "Option") exercisable in the manner described in Article 3, to earn
  and acquire all of the mineral rights, but excluding the surface rights,
  contained in the patented mining claims described in Schedule B hereto and all
  of Commonwealth's interests in and to the unpatented mining claims described
  in Schedule B, free and clear of all liens, charges, encumbrances and adverse
  claims except as heretofore disclosed to GHC and which it has agreed may
  remain thereon.

  


 

	
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  2.2

  	
  GHC's
  option shall be for a term of seven (7) years from the date of this
  Agreement, provided no default in performance of its obligations with regard
  to the Option continues past the time provided herein for cure of such
  default.

  
	
   

  	
   

  
	
  2.3

  	
  GHC's
  option may be exercised at any time prior to 11:59 p.m., June 14, 2014,
  provided all required actions have been timely taken, and, if not exercised,
  shall expire at 11:59 p.m., June 14, 2014.

  
	
   

  	
   

  
	
  2.4

  	
  Pursuant
  and subject to the terms of this Agreement and the Mineral Lease between the
  parties executed on even date herewith, Commonwealth hereby grants to GHC, it
  servants, agents and independent contractors, subject to Commonwealth's
  activities conducted in accordance under Article 9, the sole, exclusive and
  irrevocable right and option to:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  enter
  upon and have immediate possession of the Property, with the exception of all
  cabins and other structures having historical significance now upon said
  Property and which Commonwealth considers possible candidates for use within
  its historical/recreational plan or available for use as work camps;
  provided, however, that GHC shall have the right to remove, after taking
  appropriate measures adequately to reinforce or brace such structures to
  prevent further deterioration or destruction caused by such removal, such
  cabins or structures as, in the sole discretion of GHC constitute
  obstructions to the GHC Work Plan to other locations designated by
  Commonwealth which are not located on the Property as herein defined (subject
  to the later obligation to move back to their original sites, subject to
  Article 4.3(b), when they no longer constitutes obstructions to the work plan
  of GHC) and any such relocation would not pose a safety or health threat;

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  carry
  out Operations on the Property as GHC may in its sole discretion determine is
  within the GHC Work Program as herein defined;

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  bring
  and install on the Property and remove from time to time such buildings,
  plant, machinery, equipment, tools, appliances and supplies as GHC may deem
  necessary; and

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  remove
  from the Property reasonable quantities of rock, ores, minerals and metals,
  up to a maximum of 100 tons of material per day, and to transport the same
  for the purpose of sampling, testing, assaying, processing and sale;
  provided, however, that any revenues derived therefrom shall be distributed
  among the parties, as set forth in Article 3.1(e) herein.

  
	
   

  	
   

  
	
  2.3

  	
  If,
  upon the date of conveyance of the above-described mineral rights after GHC's
  proper exercise of its option to purchase, Commonwealth's title to the
  Property is now or at any time hereafter deficient, defective or encumbered
  in any way except as already disclosed, such deficiency, defect or
  encumbrance may be remedied or removed by GHC, in which event the cost and
  related expenses thereof may be credited against the amounts to be paid by
  GHC to Commonwealth under Article 3.2(c)(2).

  


 

	
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ARTICLE 3.
EARN-IN REQUIREMENTS


	
  3.1

  	
   In order to obtain and maintain the Option contemplated herein,
GHC must:

  
	
  

  	
   

  
	
   

  	
  (a)

  	
  Upon
  the execution of this Agreement and on the anniversary date of the execution
  of this Agreement, to and through June 15, 2011 (if the option is not sooner
  exercised), pay to Commonwealth the sum of ONE HUNDRED NINETY THOUSAND &
  00/100 DOLLARS ($190,000.00) by wire transfer or cashier's check;

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  On June 15, 2012 and June 15, 2013 (if the option is not sooner exercised), pay to
  Commonwealth the sum of FOUR HUNDRED THOUSAND & 00/100 DOLLARS
  ($400,000.00) by wire transfer or cashier's check;

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Fully
  perform in a timely manner all obligations it has under the terms of the
  Mineral Lease executed by the parties hereto on even date herewith;

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  Upon
  the execution of this Agreement issue to Commonwealth 14,000,000 common
  shares of the capital stock of GHC and as soon as is practicable after the
  execution of this Agreement issue to Commonwealth 5,000,000 preferred shares
  of the capital stock of GHC, which shall be convertible at the election of
  Commonwealth at the rate of five (5) common shares for each one (1) preferred
  share and which shall have voting rights equal to five (5) common shares for
  each one (1) preferred share;

  
	
   

  	
   

  	
  

  
	
   

  	
  (e)

  	
  Pay
  to Commonwealth monthly, within fifteen (15) days of the end of each calendar
  month, a 5% net smelter return on any ore processed by it during the option
  period, which net smelter return shall be payable in legal tender of the
  United States of America or in kind, at the election of Commonwealth, and GHC
  shall provide with each payment detailed production and precious metal
  recovery reports by GHC, and if refined, by the refiner;

  
	
   

  	
   

  	
   

  
	
   

  	
  (f)

  	
  Fully
  and timely pay all real estate taxes and assessments on the patented mining
  claims for which this Agreement conveys the Option to purchase the mineral
  rights and all taxes and assessments on the unpatented mining claims for
  which this Agreement conveys the Option to purchase;

  
	
   

  	
   

  (g)

  	
   

  Comply
  with all applicable laws, rules and regulations and carry out operations
  allowed by the terms of this Agreement in a good and workmanlike manner in
  accordance with generally accepted mining practice and without limiting the
  generality of the foregoing, keep the site of any drilling, other exploration
  activities, and camp areas free from accumulation of waste materials, rubbish
  or garbage.  GHC shall comply with all
  bonding requirements applicable to its Operations hereunder, shall use its
  best efforts to assist Commonwealth in obtaining release of, to the extent
  that it is reasonably possible to do so (the parties understanding that the
  applicable governmental agency(ies) have final authority in so determining),
  any and all existing Bonds provided by Commonwealth to




 

	
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  the Montana Department
  of State Lands currently in effect, and, in a timely manner, shall conduct
  all required annual assessment work and file all annual assessment documents
  as may be required by federal or state law to maintain ownership of all
  unpatented mineral claims which are or later become part of the Property; and

  
	
   

  	
   

  	
   

  
	
   

  	
  (h)

  	
  Provide
  to Commonwealth and its duly authorized agents and representatives at all
  times access to the Property upon giving notice to GHC, provided that
  Commonwealth and its agents and representatives shall not obstruct or
  interfere with GHC's operations hereunder and that GHC shall be under no
  liability to Commonwealth or its agents or representatives for any personal
  injuries including death or for any damage to the property of Commonwealth or
  the property of the agents or representatives of Commonwealth unless such
  injury or damage is due to the gross negligence or willful default of GHC,
  its servants or agents.

  
	
   

  	
   

  	
   

  
	
   

  	
  (i)

  	
  The
  option consideration set forth in Sub-articles 3.1(a) through 3.1(f),
  inclusive, shall not apply against the purchase price of the Property set
  forth in Section 3.2(c).

  
	
   

  	
   

  
	
  3.2

  	
  In
  order to exercise its option to purchase the Property, GHC must timely
  perform each and every one of the following acts:

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  Be
  and remain in full compliance with all of the terms set forth in Article 3.1
  hereof, including all of its sub-articles.

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Give
  to Commonwealth at least thirty (30) days' notice of its intent to exercise
  it option to purchase the Property.

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Pay
  to Commonwealth the purchase price of SEVEN MILLION & 00/100 DOLLARS
  ($7,000,000.00), payable as follows:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  The
  sum of TWO MILLION & 00/100 DOLLARS ($2,000,000.00) shall be paid at
  Closing, which Closing shall occur within thirty (30) days of receipt by
  Commonwealth of GHC's notice of intent to exercise its option; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  The
  balance of FIVE MILLION & 00/100 DOLLARS ($5,000,000.00), together with
  interest accruing thereon at the rate of SEVEN PERCENT (7.0%), shall be
  amortized over a period of thirty-six (36) months and shall be paid in
  monthly installments of ONE HUNDRED FIFTY-THREE THOUSAND FOUR HUNDRED NINETY
  & 13/100 DOLLARS ($153,490.13), with the first such installment being due
  exactly one month from the date of closing and with successive payments being
  due on the same day of each and every succeeding month until the full balance
  of principal and interest are paid.

  
	
   

  	
   

  
	
  3.3

  	
  GHC
  shall have the right to prepay any part of all of any of the payment required
  by it by this Article 3, without penalty, provided however, that any partial
  payments shall not act to defer or delay payment of the balance of any
  payment required by this Article 3.

  


 

	
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ARTICLE 4.
GHC WORK PROGRAM


	
  4.1

  	
  During the Option period, GHC shall
  develop and disseminate to Commonwealth a Work Program.

  
	
   

  	
   

  
	
  4.2

  	
  GHC may
  abandon the GHC Work Program at any time if:

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  GHC is or, in GHC's opinion, is
  likely to be prevented from commencing or completing the GHC Work Program by
  Force Majeure; or

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  GHC forms
  the opinion that the commencement or completion of the GHC Work Program is
  not warranted, based on the results of previous work performed on or in
  respect of the Property.

  
	
   

  	
   

  
	
  4.3

  	
  (a)

  	
  GHC will indemnify and save
  Commonwealth harmless from all obligations with respect to rehabilitation or
  reclamation of the Property as a result of carrying out the GHC Work Program
  as may be required by applicable environmental and mining laws.

  
	
   

  	
   

  
	
   

  	
  (b)

  	
  At the completion of the GHC Work
  Program, GHC shall return to their original sites, or, if impossible, to some
  other site designated by Commonwealth within the boundaries of Commonwealth's
  properties, all buildings and structures caused by GHC to be removed.  The parties specifically agree, however,
  that Commonwealth shall make every reasonable attempt, provided it comports
  with its historical/recreational Master Plan, to designate permanent sites
  for any structures required to be moved to accommodate the GHC Work Plan, and
  if, though it is intended that such structures be returned to their original
  site or sites, the nature of the GHC Work Program reasonably precludes return
  of any such structure to its original site after completion of said Work
  Program, though such return was contemplated by Commonwealth's
  historical/recreational Master Plan, the parties shall agree upon an
  alternate permanent site for such structure or structures.

  
	
   

  	
   

  
	
  4.4

  	
  As part of the GHC Work Program, it
  shall make available to Commonwealth for inspection, and, if desired, for
  copying, all direct and physical information acquired by GHC relating to the
  Property, including, but not limited to all formal reports, maps, plans,
  photographs, assays, drill logs and any other similar information or data of
  GHC relating to the Property, provided that GHC shall not be deemed thereby
  to be making any representation or warranty concerning the accuracy or
  completeness thereof, and Commonwealth shall hold GHC harmless from any
  damages Commonwealth may otherwise claim to have arisen from its review or
  use of such information.  Specifically
  excluded from information required to be provided to Commonwealth are any
  internal correspondence or memoranda of GHC relating to the Property which do
  not constitute official GHC reports related thereto.  Nothing contained herein shall be construed
  to require GHC to prepare any formal reports unless it, in its sole
  discretion, chooses to do so.

  
	
   

  
	
  4.5

  	
  In connection with the prosecution of the GHC Work Program, GHC shall secure and maintain
adequate insurance covering liabilities which arise out of any




 

	
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  operations on the Property.
Coverage shall be in amounts customary in the mining industry under similar circumstances.
At all times while conducting operations pursuant to this Agreement, GHC shall comply with
applicable Workers' Compensation laws.  All insurance policies shall name the GHC and
Commonwealth as co-insureds.  Comprehensive public liability and property damage coverage
shall be obtained with limits of not less than $1,000,000 per accident for bodily injury and
property damage.  Automobile insurance limits shall not be less than $1,000,000 per person
and $1,000,000 per accident for bodily injury, and $1,000,000 per accident for property damage.
GHC shall also obtain adequate and reasonable insurance against risk of fire and other risks
ordinarily insured against in similar operations.  Commonwealth shall maintain similar
insurance coverage for any and all of its operations on the Property.

  
	
   

  	
   

  
	
  4.6

  	
  If during the course of the GHC Work Program, additional mineral claims within the
Area of Interest as defined in GHC's Work Program become available for purchase, lease or
other acquisition, and GHC, in its sole discretion, deems that acquisition of such additional
claims would be beneficial to the objectives of the GHC Work Program, it may acquire the same,
but only for the mutual benefit of the Parties.

  



ARTICLE 5.
TERMINATION



	
  5.1

  	
  GHC may at any time let the Option
  and its rights under this Agreement lapse by giving notice of termination to
  Commonwealth or by not satisfying the requirements in Article 3., whereupon
  this Agreement, except as otherwise provided, will terminate.

  
	
   

  	
   

  
	
  5.2

  	
  If this
  Agreement is terminated pursuant to Article 5.1 GHC shall:

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  ensure that sufficient assessment
  work has been filed to hold any unpatented claims included in the Property
  through the assessment year commencing September 1 of that calendar year;

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  within 60
  days deliver to Commonwealth all existing drill core, samples and pulps from
  the Property and copies of all formal reports (if prepared), maps, plans,
  photographs, assays, drill logs and any other information or data of GHC
  relating to the Property, provided that GHC does not make any representation
  or warranty concerning the accuracy or completeness thereof, and Commonwealth
  shall hold GHC harmless from any damages Commonwealth may otherwise claim to
  have arisen from its review or use of such information (specifically excluded
  from information required to be provided to Commonwealth are any internal
  correspondence or memoranda of GHC relating to the Property which do not
  constitute official GHC reports related thereto);

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  within 180 days remove from the
  Property any machinery, buildings, structures, facilities, equipment and all
  other property of every nature and description erected, placed or situated
  thereon by GHC, its servants, agents or independent contractors; any property
  not so removed at the end of the 180 day period shall at the option of
  Commonwealth become the property of Commonwealth; and

  


 

	
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  (d)

  	
  within the said 180 days reclaim any
  excavations, drill sites and other work performed by GHC, in accordance with
  law and complete all replacement of structures as provided in Article 4.3.

  
	
   

  	
   

  
	
  5.3

  	
  If GHC is prevented from or delayed
  in performing its obligations in Articles 5.2(c) or 5.2(d) by Force Majeure,
  the relevant period of 180 days referred to therein shall be extended by the
  period of Force Majeure.

  



ARTICLE 6.
RESTRICTION
ON ASSIGNMENT


	
  6.1

  	
  GHC shall not sell, assign, transfer,
  convey or otherwise dispose of or deal with or agree to sell, assign,
  transfer, convey or otherwise dispose of or deal with any or all of its rights
  and interests in or with respect to the Property or under or by virtue of
  this Agreement without the prior written consent of the other parties, not to
  be unreasonably withheld.

 

  
	
  6.2

  	
  Nothing contained in this Article 6
  shall be construed to limit or prohibit the assignment by any Participant to
  any third party of any part or all of its cash flow arising from this
  Agreement, so long as no part of such Participant's interest in the Property
  are assigned liened, pledged or otherwise charged to such third party, except
  as otherwise provided herein.  Any
  document attempting to assign, lien, pledge or otherwise charge the Property
  shall be null and void.  Additionally,
  any assignment documents shall not provide as a remedy, possession of the
  assignor's interest in the Property.

  



ARTICLE 7.
NOTICES


	
  7.1

  	
  All notices, requests, demands or
  directions to one party by the other shall be in writing and delivered by
  hand or sent by registered mail, postage prepaid, to the address below or
  sent by telecopier to the telecopier number below.  Notice of any change in address shall be
  given in the same manner.

  
	
   

  	
   

  
	
   

  	
  If to GHC:

  
	
   

  	
   

  
	
   

  	
  GRANT HARTFORD CORPORATION
619 S. W. Higgins Ave.
Missoula, Montana 59803

  
	
   

  	
   

  
	
   

  	
  If to Commonwealth:

  
	
   

  	
   

  
	
   

  	
  COMMONWEALTH RESOURCES, L.L.C.
619 S. W. Higgins Ave., Suite O
Missoula, Montana 59803

  
	
   

  	
   

  
	
   

  	

 Any notice, request, demand or
  direction given in such manner shall be deemed to have been delivered by the
  party by whom it is given on the day of delivery, if delivered, or on the
  fifth business day following the mailing thereof, if sent by registered mail,
  provided that if normal mail service is interrupted by strike, slowdown or
  other cause, the notice, request, demand or direction, if sent by registered
  mail, shall not be deemed to have been delivered until actually received by
  the party to whom it is given.

  


 

	
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ARTICLE 8.
USE OF ROADS AND PROTECTION OF PROPERTY
STATUS



	
  8.1

  	
  Pursuant
  and subject to the terms of a lease agreement to be executed by the parties,
  GHC shall be granted the rights to use any and all access roads owned,
  licensed or otherwise controlled by Commonwealth.  In addition Commonwealth shall grant access
  to GHC across any other grounds owned or controlled by Commonwealth which are
  necessary for GHC to gain access to the Properties, provided that such access
  shall not unreasonably interfere with operations of any other exploration or
  mining activities on properties outside of the boundaries of the Properties
  specified in Exhibit "B".  GHC shall have the right to restrict use and travel of the roads as it
  deems necessary for safety and security reasons but shall nevertheless make
  every reasonable effort to accommodate other usage of the road by
  Commonwealth or its contractors, including, but not limited to, travel
  related to the historical/recreational interests of Commonwealth and related
  to any other mining projects in which Commonwealth has an interest.

  
	
   

  	
   

  
	
  8.2

  	
  GHC will
  protect the current legal status of the
  roads as they exist as of the date of execution within the boundaries of the
  Property or any after-acquired properties as provided herein, and will be
  responsible for all costs and attorney's fees related thereto as part of the
  expenditures incurred under Article 3.1(b) of this Agreement, as private
  roads against any governmental action which would allow public use of the
  roads, until such time that the roads are relocated, abandoned or no longer
  necessary to the Operations.  GHC shall
  have the right to relocate any roads as part of the Operations.

  



ARTICLE 9.
CONTINUED HISTORICAL AND RECREATIONAL
DEVELOPMENT


	
  9.2

  	
  GHC recognizes Commonwealth's desire to continue the historical and recreational
  development of the area and agrees to allow Commonwealth to continue to
  develop these projects as long as the projects do not conflict with GHC's
  Operations.  Commonwealth will provide
  to GHC on or before November 1st of each year a historical and recreational
  plan of Operation for the succeeding year.  GHC will consider Commonwealth's proposed plans in drafting its
  Operations plan and will make every reasonable effort to accommodate such
  plan, provided it is not in direct conflict with upcoming segments of the GHC
  Work Program.  GHC will be under no
  obligation to modify its planned Operations on the properties.

  



ARTICLE 10.
REPRESENTATIONS AND WARRANTIES



	
  10.1

  	
  Commonwealth
  represents and warrants to GHC that:

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  it is a limited liability company
  organized and validly existing and in good standing in respect of the filing
  of annual returns under the laws of its jurisdiction of incorporation;

  


 

	
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  (b)

  	
  it has the power, capacity and
  authority to enter into and perform this Agreement and all transactions
  contemplated herein and that all corporate and other actions required to
  authorize it to enter into and perform this Agreement have been properly
  taken;

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Commonwealth
  has all necessary corporate power to own the Property and to carry on its
  business as now conducted by it, and Commonwealth and its affiliates are
  registered as required and in good standing with respect to the filing of
  annual returns under the laws of all jurisdictions in which their failure to
  so register would have an adverse effect on Commonwealth;

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  Commonwealth,
  at all times material to this Agreement shall have good and marketable title to
  the Property;

  
	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  with
  respect to the unpatented mining claims, lode mining claims, unpatented lode
  mining claims, placer claims and mineral interests comprising the Property,
  Commonwealth shall be, at all times material to this Agreement and the contemplated
  exercise of GHC's purchase option, in exclusive possession thereof and the
  same shall be free and clear of all defects, liens and encumbrances except as
  previously disclosed to GHC;

  
	
   

  	
   

  	
   

  
	
   

  	
  (f)

  	
  this
  Agreement and any other agreement, certificate, document or instrument
  executed by Commonwealth and delivered pursuant hereto have been or will have
  been duly executed and delivered and all such agreements are or will be
  valid, binding and enforceable obligations of Commonwealth in accordance with
  their respective terms, except as may be limited with respect to enforcement
  under bankruptcy, insolvency or other similar laws affecting creditors'
  rights generally and subject to the qualification that specific performance
  and other equitable remedies may only be granted in the discretion of a
  court;

  
	
   

  	
   

  	
   

  
	
   

  	
  (g)

  	
  while the Property has been in the possession and control of Commonwealth and its affiliates, there has not and have not been any material spill, discharge, leak, emission, ejection, escape, dumping or any material release of any kind of any toxic or hazardous substances as defined under any local, state or federal regulation, laws or statutes from, on, in or under the Property or into the environment surrounding the Property except for those releases permissible under such regulations, laws or statutes or otherwise allowable under applicable permits; any material disposal of toxic or hazardous substances or toxic or hazardous wastes on the Property or off-site as a result of activities on, at, or related to the Property; or any material storage or treatment of toxic or hazardous substances or toxic or hazardous wastes on, at, or related to the Property; nor is Commonwealth aware of any such occurrences at any other times; to the best of Commonwealth=s knowledge, the Property is not currently listed nor has Commonwealth received any communication in writing that the Property is proposed for listing or under consideration and/or study aimed at listing on the National Priorities List pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended ("CERCLA"); has not received any communication in writing that the Property is eligible for or subject to any other site remedial or cleanup obligations or claims for injuries to natural resources pursuant to CERCLA or any other federal, state or local law or regulation;

  


 

	
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  (h)

  	
  Commonwealth
  is in compliance in all material respects with all federal, state and local
  laws and governmental rules and regulations relating to or affecting the
  Property, and has obtained, maintained in full force and effect, and has
  operated in material compliance with all material authorizations, licenses,
  permits, easements, consents, certificates and orders of any governmental or
  regulatory body relating to or affecting the Property; all material
  notifications required under federal, state and local laws and governmental
  rules, regulations, ordinances, or orders for current or past operations by
  Commonwealth on, at, or related to the Property have been made; no such
  permit, approval, authorization, application or notifications contains false
  or material misstatements or materially misleading information, or omits
  material information; and operations of Commonwealth and its respective
  agents or contractors on, at, or related to the Property have not resulted in
  any violations of federal, state, or local laws, rules, regulations,
  ordinances, or orders;

  
	
   

  	
   

  	
   

  
	
   

  	
  (i)

  	
  Commonwealth
  has provided or made available to GHC all files and records in its possession
  or control pertaining to its compliance with current and past operations on,
  at, or related to the Property with all local, state and federal
  environmental laws, rules, regulations, ordinances, and orders, including any
  environmental monitoring data, investigations, studies and reports;
  environmental audit reports; base line environmental monitoring reports;
  spill notifications; notices and correspondence to and from governmental
  agencies or entities; permits, approvals, authorizations, bonds, licenses, and
  applications therefor; hazardous waste manifests; contingency and closure
  plans; spill prevention control and countermeasure plans; emergency and
  safety procedures; inspection reports; non-financial pre-feasibility and
  feasibility studies; reclamation plans; and other documents or materials
  pertaining to environmental compliance, permitting or possible or potential
  environmental claims or liabilities; and

  
	
   

  	
   

  	
   

  
	
   

  	
  (j)

  	
  Commonwealth
  is unaware of any material facts or circumstances which have not been
  disclosed in this Agreement, which should be disclosed to GHC in order to
  prevent the representations in this Article 10.1 from being misleading.

  
	
   

  	
   

  	
   

  
	
   

  	
  (k)

  	
  As
  soon as is practicable after execution of this Agreement, Commonwealth shall
  provide to GHC all historical and archival information in its possession
  related to the Property.

  
	
   

  	
   

  	
   

  
	
  10.2

  	
  GHC
  represents and warrants to Commonwealth that:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  GHC
  is a corporation duly incorporated and validly subsisting under the laws of
  the State of Montana;

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  it
  has the ability, power, capacity and authority to enter into and perform this
  Agreement and all transactions contemplated herein and all corporate and
  other actions required to authorize it to enter into and perform this
  Agreement have been properly taken; and

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  this
  Agreement and any other agreement, certificate, document or instrument
  executed by GHC and delivered pursuant hereto have been or will have been
  duly executed and delivered and all such agreements are or will be valid,
  binding and enforceable obligations of GHC in accordance with their
  respective terms, except as may be limited with respect to enforcement under
  bankruptcy, insolvency or other similar laws affecting creditors' rights
  generally and subject to the qualification that specific performance and
  other equitable remedies may only be granted in the discretion of a court.

  



 

	
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  10.3

  	
  The
  representations and warranties contained in Article 10.1 are provided for the
  exclusive benefit of GHC and a breach of any one or more of them may be waived
  by GHC in writing in whole or in part at any time without prejudice to its
  rights in respect of any other breach of the same or any other representation
  or warranty.

  
	
   

  	
   

  	
   

  
	
  10.4

  	
  The
  representatives and warranties contained in Article 10.2 are provided for the
  exclusive benefit of Commonwealth and a breach of any one or more of them may
  be waived by them in writing in whole or in part at any time without
  prejudice to its rights in respect of any other breach of the same or any
  other representation or warranty.

  




ARTICLE 11.
CONFIDENTIALITY


	
  11.1

  	
  All
  information received or obtained by GHC or Commonwealth hereunder or pursuant
  hereto shall be kept confidential by it and no part thereof may be disclosed
  or published without the prior written consent of the other except such
  information as may be required to be disclosed or published by regulatory
  bodies having jurisdiction.

  
	
   

  	
   

  
	
  11.2

  	
  Except
  as required by law or regulatory authority, neither GHC nor Commonwealth
  shall make any public announcements or statements concerning this Agreement
  or the Property without the prior approval of the others, which approval is
  not to be unreasonably withheld.

  
	
   

  	
   

  
	
  11.3

  	
  The
  text of any public announcements or statements including any news release
  which either party intends to make pursuant to the exception in Article 11.2
  shall be made available to the other party prior to publication and that
  other party shall have the right to make suggestions for changes
  therein.  If either party is identified
  in such public announcement or statement of the other party, it shall be not
  released without the consent of the first party.

  



ARTICLE 12.
DEFAULT
AND REMEDIES


	
  12.1

  	
  Failure of either party to perform any of said party's obligations under this Agreement
shall constitute a default.  Should any default by either party continue for ten (10) days, the
other party may, at such party's option, give the defaulting party written notice of the default
or defaults claimed.  If all such defaults are not cured within twenty (20) days after the service
of said notice, then, without further notice of any kind, the party so giving notice may invoke any
and all remedies which such party may have at law, equity or otherwise by statute.

  



 

	
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  12.2

  	
  The rights and remedies of any of the parties hereto shall not be mutually exclusive, and the
exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any
other provisions unless specifically so limited herein.  Each of the parties confirms that damages
at law may not be an adequate remedy for a breach or threatened breach of any provisions hereof and
that the breach of any portion of this Agreement will cause irreparable harm and significant injury
to the non-breaching party which may be difficult to ascertain.   The respective rights and obligations
hereunder shall be enforceable by specific performance, injunction or other equitable remedy, but nothing
herein contained is intended to nor shall it limit or affect any rights at law or by statute or otherwise
of any party aggrieved as against the other parties for a breach or threatened breach of any provision
hereof, it being the intention by this paragraph to make clear the agreement of the parties that the
respective rights and obligations of the parties hereunder shall be enforceable in equity as well as at
law or otherwise.

  



ARTICLE 13.
MISCELLANEOUS
PROVISIONS


	
  13.1

  	
  Applicable Law.    The terms and provisions of
  this Agreement shall be interpreted in accordance with the laws of Montana.

  
	
   

  	
   

  
	
  13.2

  	
  Entire Agreement.    This Agreement terminates
  and replaces all prior agreements, either written, oral or implied, between
  GHC and Commonwealth with respect to the subject matter hereof, and
  constitutes the entire agreement between the parties with respect to the
  subject matter hereof.

  
	
   

  	
   

  
	
  13.3

  	
  Void or Invalid Provision.    If any
  term, provision, covenant or condition of this Agreement, or any application
  thereof, should be held by a court of competent jurisdiction to be invalid,
  void or unenforceable, all provisions, covenants and conditions of this
  Agreement, and all applications thereof not held invalid, void or
  unenforceable shall continue in full force and effect and in no way be
  effected, impaired or invalidated thereby.

  
	
   

  	
   

  
	
  13.4

  	
  No Merger.    All of the representations, warranties, covenants and agreements of Commonwealth in this Agreement including without limitation in Article 10.1 and the representations and warranties of GHC in Article 10.2 shall survive this Agreement and any other document, instrument or agreement executed and delivered pursuant to this Agreement and shall not merge therein and shall continue in full force and effect.

  
	
   

  	
   

  
	
  13.5

  	
  Headings, etc.    The headings and captions in
  and recitals to this Agreement have been provided for convenience only and do
  not form part of or define the scope of this Agreement or any provision in
  it.

  
	
   

  	
   

  
	
  13.6

  	
  Short-form Notices.   GHC may
  record in the applicable offices of the county records and of the United
  States Department of the Interior, Bureau of Land Management short forms of notice
  of this Agreement so as to give constructive notice thereof.

  



 

	
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  13.7

  	
  Additional Documents.  The
  parties shall do and perform all such acts and things, and execute all such
  deeds, documents and writing, and give all such assurances, as may be necessary
  to give effect to this Agreement including, without limitation, to permit GHC
  to record or register its option to purchase conferred by this Agreement and
  to record short form notices pursuant to Article 13.6.

  
	
   

  	
   

  
	
 13.8

  	
  Binding Effect.  This Agreement shall inure
  to the benefit of and be binding upon the parties hereto and their respective
  successors and permitted assigns.

  
	
   

  	
   

  
	
  13.9

  	
  Warranty Of Authority.   The
  persons executing and delivering this Agreement on behalf of the parties
  represent and warrant that each of them is duly authorized to do so and that
  the execution of this Agreement is the lawful and voluntary act of the
  parties.

  
	
   

  	
   

  
	
  13.10

  	
  Counterparts.   This
  Agreement may be executed simultaneously in two or more counterparts, all of
  which together shall constitute one and the same instrument and when so
  signed shall be deemed to bear the date first written above.

  
	
   

  	
   

  
	
  13.11

  	
  Time; Waiver Of Breach.   It is
  agreed by the parties that time is of the essence to this Agreement.  The failure of either party to enforce for
  any time or for any period of time any of the provisions of this Agreement
  shall not be construed as a waiver of such provision or of the right of such
  party thereafter to enforce each and every such provision.

  
	
   

  	
   

  
	
  13.12

  	
  Grammatical Construction.   In this
  Agreement, whenever the context so requires, the masculine gender includes
  the feminine and/or neuter, the singular number includes the plural, and
  words importing persons shall include firms or corporations and vice versa.

  
	
   

  	
   

  
	
  13.13

  	
  Costs And Attorneys' Fees.   In the event that either party institutes
  legal action for the enforcement of any right, obligation, provision or
  covenant of this agreement, the prevailing party shall be entitled to a
  reasonable attorney's fee in addition to costs of suit.

  




IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.


COMMONWEALTH RESOURCES, L.L.C.:



 


By:______________________________
    Aaron L. Charlton, Member Manager


 


GRANT HARTFORD CORPORATION:


 


By:______________________________
    Eric Sauve, President

 

	
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SCHEDULE A


Attached
to and forming part of an Option
Agreement between Commonwealth Resources, L.L.C.
And
Grant Hartford Corporation


______________________________________________



definitions

	
  1.

  	
  "Affiliate" of either party means any person, firm or corporation directly or indirectly controlling or controlled by or under control of such party and for the purposes of this definition "control" (including, "controlling", "controlled by" and "under control of") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, firm or corporation, whether through the ownership of voting securities or by contract or otherwise.

  
	
   

  	
   

  
	
  2.

  	
  "Exchange
  Act" means the Securities Exchange Act of 1934 of the United States of
    America.

  
	
   

  	
   

  
	
  3.

  	
  "Force Majeure" shall mean labor disturbances, shortage of labor or equipment, strikes, lockouts, other industrial disturbances, inability to obtain transportation, failure of title, act of God, act of a public enemy, war, blockade, riot, insurrection, disaster, lightning, fire, storm, flood, inclement weather, explosion, litigation, restraining orders, injunctions, or orders of courts or government agencies, or any law, regulations, restrictions, or actions or inactions of governmental agencies, or on account of any eventuality or condition, whether enumerated or not, beyond the reasonable control of such Participant, including state, federal, or local environmental statutes or regulations, or the reasonable apprehension of becoming subject to environmental regulations affecting the Property or Mine, including any court or governmental law, rule, order, regulation, policy, proposal or restriction relating to environmental matters, which will prohibit or materially affect any Operations currently in progress or reasonably anticipated.

  
	
   

  	
   

  
	
  4.

  	
  "GHC Work Program" means a program of Operations designed to meet or work toward the goal of exploring and developing the Property; provided that GHC may add to, modify or delete such objectives from time to time.

  
	
   

  	
   

  
	
  5.

  	
  "Master Plan" shall refer to the "historical/recreational Master Plan as set forth in Article 9, and shall be considered synonymous with the term "historical/recreational plan" as used elsewhere in this Agreement.

  
	
   

  	
   

  



 

	
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  6.

  	
  "Net Smelter Return" shall mean, for Gold and Silver, for any period of one calendar month, the product metals, ores, minerals or other mineral substances or concentrates produced therefrom, mined from the Property, multiplied by the average daily price of gold for the period determined on the second fix on the London Gold Exchange (or, for other metals, ores, minerals or products, Net Smelter Returns shall mean the amount of earned revenues actually paid to and received by GHC during the period from any smelter, refinery or other purchaser of metals, ores, minerals or mineral substances or concentrates produced from products mined from the Property).

  
	
   

  	
    
	
  7.

  	
  "Operations" includes any and every kind of work which GHC in its sole discretion elects to do pursuant to and subject to the provisions of the GHC Work Program and its specified criteria or to have done under its discretion on or in respect of the Property or the products derived therefrom and all expenditures in respect of or incidental to such work.

  
	
   

  	
   

  
	
  8.

  	
  "Option" has the meaning ascribed to it in Article 2.

  
	
   

  	
   

  
	
  9.

  	
  "Property" means the mineral interests described in Schedule "B" together with any easements, rights-of-way, extra-lateral rights, water rights and all other rights and interests appurtenant or incident to such property and mineral interests.

  
	
   

  	
   

  
	
  10.

  	
  "$" means United States dollars.

  


 

	
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SCHEDULE B


Attached
to and forming part of an Option
Agreement between Commonwealth Resources, L.L.C.
And
GHC Corporation


______________________________________________



Property


 

	
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