STANDARD FORM OF AGREEMENT
BETWEEN
OWNER AND
ENGINEER

THIS IS AN AGREEMENT made as of May 21, 2008 between Grant
Hartford Corporation ("OWNER") and CDM ("ENGINEER").

OWNER intends to have Engineer prepare a Conceptual Study of
mill options at mining property near Garnet, Montana (the "Project").

OWNER and ENGINEER in consideration of their mutual covenants
herein agree in respect of the performance or furnishing of services by ENGINEER
with respect to the Project and the payment for those services by OWNER as set
forth below. Execution of this Agreement by ENGINEER and OWNER constitutes
OWNER's written authorization to ENGINEER to proceed on the date first above
written with the Services described in Article 1 below. This Agreement will
become effective on the date first above written.

ARTICLE 1.   SCOPE OF SERVICES

	
      1.1
	
      ENGINEER agrees to perform for OWNER services as
      describes in Exhibit A (hereinafter referred to as "Services") in
      accordance with the requirements outlined in this
  Agreement.



ARTICLE 2.   TIMES FOR RENDERING
SERVICES

	
      2.1
	
      The specific time period for the performance of
      ENGINEER's Services are set forth in Exhibit A.

	
       

	
      2.2
	
      If the specific periods of time for rendering services or
      specific dates by which services are to be completed are changed through
      no fault of ENGINEER, ENGINEER the rates and amounts of compensation
      provided for herein shall be subject to equitable adjustment. If OWNER has
      requested in the scope, extent, or character of the Project, the time of
      performance and compensation for ENGINEER's services shall be adjusted
      equitably. 

	
       

	
      2.3
	
      If ENGINEER's services are delayed or suspended in whole
      or in part by OWNER for more than three months through no fault of
      ENGINEER, ENGINEER shall be entitled to equitable adjustment of rates and
      amounts of compensation provided for elsewhere in this Agreement to
      reflect, among other things, reasonable costs incurred by ENGINEER in
      connection with such delay or suspension and reactivation and the fact
      that the time for performance under this Agreement has been
  revised.



1




ARTICLE 3.   OWNER'S RESPONSIBILITIES

OWNER shall do the following in a timely manner so as not to
delay the services of ENGINEER and shall bear all costs incident thereto:

	
      3.1
	
      Pay the ENGINEER in accordance with the terms of this
      Agreement.

	
       

	
      3.2
	
      Designate in writing a person to act as OWNER representative with
      respect to the services to be performed or furnished by ENGINEER under
      this Agreement. Such person will have complete authority to transmit
      instructions, receive information, interpret, and define OWNER's policies
      and decisions with respect to ENGINEER's services for the
  Project.

	
       

	
      3.3
	
      Provide all criteria and full information as to OWNER's
      requirements for the Project, including, as applicable to the Services,
      design objectives and constraints, space, capacity and performance
      requirements, flexibility and expandability, and furnish copies of all
      design and construction standards which OWNER will require to be included
      in the Drawings and Specifications.

	
       

	
      3.4
	
      Assist ENGINEER by placing at ENGINEER's disposal all
      available information pertinent to the Project including previous reports
      and, as applicable to the Services, any other data relative to design or
      construction of the Project, all of which ENGINEER shall be entitled to
      rely upon.

	
       

	
      3.5
	
      Give prompt written notice to ENGINEER whenever OWNER
      observes or otherwise becomes aware of any development that affects the
      scope or time of performance or furnishing of ENGINEER's Services or any
      defect or conformance in ENGINEER's Services or in the work of and
      Contractor.

	
       

	
      3.6
	
      Bear all costs incident to compliance with the
      requirements of this Article 3.



ARTICLE 4.   PAYMENTS TO ENGINEER FOR
SERVICES

	
      4.1
	
      Methods of Payment for Services of
  ENGINEER.



	
       
	
      4.1.1
	
      OWNER shall pay ENGINEER for Services performed or furnished under this
      Agreement or as described in Exhibit A. The amount of any excise, VAT, or
      gross receipts tax that may be imposed shall be added to the compensation
      shown in Exhibit A. 

	
       
	
      4.1.2
	
      Invoices for Services will be prepared in accordance with ENGINEER's
      standard invoicing practices and will be submitted to OWNER by ENGINEER at
      least monthly. Invoices are due and payable on receipt.




2




	
       
	
      4.1.3
	
      If OWNER fails to make any payments due Engineer for services and
      expenses within thirty days after receipt of ENGINEER's invoice therefore,
      the amounts due ENGINEER will be increased at the rate of 1.0% per month
      (or the maximum rate of interest permitted by law, if less) from said
      thirtieth day; and, in addition, ENGINEER may, after giving seven days
      written notice to OWNER, suspend services under this Agreement until
      ENGINEER has been paid in full all amounts due for services, expenses and
      charges. Payments will be credited first to interest and then to
      principal. In the event of a disputed or contested billing, only that
      portion so contested may be withheld from payment, and the undisputed
      portion will be paid.

	
       

	
       
	
       
	
      OWNER agrees to pay ENGINEER all costs of collection including but not
      limited to reasonable attorneys' fees, collection fees and court costs
      incurred by ENGINEER to collect properly due
payments.



ARTICLE 5    GENERAL CONDITIONS

	
      5.1
	
      Standard of Care
The Standard of care for all
      professional engineering and related services performed or furnished by
      ENGINEER under this Agreement will be the care and skill ordinarily used
      by members of ENGINEER's profession practicing under similar conditions at
      the same time and in the same locality.

	
       

	
      5.2
	
      Opinions of Probably Construction Cost
ENGINEER's opinions of
      probable Construction Cost, as applicable to the Services, provided for
      herein are to be made on the basis of ENGINEER's experience and
      qualifications and represent ENGINEER's best judgment as an experienced
      and qualified professional engineer generally familiar with the
      construction industry. However, since ENGINEER has no control over the
      cost of labor, materials, equipment, or services furnished by others, or
      over the Contractor's methods of determining prices, or over competitive
      bidding or market conditions, or when the Project will be constructed
      ENGINEER cannot and does not guarantee that proposals, bids, or actual
      Construction Cost will not vary from opinions of probable Construction
      Cost prepared by ENGINEER. If OWNER wished greater assurance as to
      probable Construction Cost, OWNER shall employ an independent cost
      estimator.

	
       

	
      5.3
	
      Use of Documents



	
       
	
      5.4.1
	
      All Documents are instruments of service in respect to this Project,
      and ENGINEER shall retain an ownership and property interest therein
      (including the copyright and the right of reuse at the discretion of the
      ENGINEER) whether or not the Project is completed. 

	
       
	
      5.4.2
	
      OWNER may rely upon that data or information set forth on paper (also
      known as hard copies) that the OWNER receives from the ENGINEER by mail,
      hand delivered, or facsimile, are the items that the ENGINEER intended to
      send. Files in electronic media format of text, data, graphics, or other
      types that are furnished by the ENGINEER to the OWNER are furnished only
      for convenience, not reliance by the OWNER. Any conclusion or information
      obtained or derived from such electronic files will be at the OWNER's sole
      risk. In all cases, the original hard copy of the documents takes
      precedence over the electronic files.



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      5.4.3
	
      Because data stored in electronic media format can deteriorate or be
      modified inadvertently or otherwise without authorization of the data's
      creator, the OWNER agrees that it will perform acceptance tests or
      procedures within 60 days, after which the OWNER shall be deemed to have
      accepted the data thus transferred. Any transmittal errors detected within
      the 60-day acceptance period will be corrected by the ENGINEER.

	
       
	
      5.4.4
	
      When transferring documents in electronic media format, the ENGINEER
      makes no representations as to long-term compatibility, usability, or
      readability of such documents resulting from the use of software
      application packages, operating systems, or computer hardware differing
      from those used by the ENGINEER.

	
       
	
      5.4.5
	
      OWNER may make and retain copies of documents for information and
      reference in connection with use on the Project by OWNER. ENGINEER grants
      OWNER a license to use the Documents on the Project, extensions of the
      Project, and other projects of OWNER, subject to the following
      limitations: (1) OWNER acknowledges that such Documents are not intended
      or represented to be suitable for use on the Project unless completed by
      ENGINEER, or for use or reuse by OWNER or others on extensions of the
      Project or on any other project without written verification or adaptation
      by ENGINEER; (2) any such use or reuse, or any modification of the
      Documents, without written verification, completion, or adaptation by
      ENGINEER, as appropriate for the specific purpose intended, will be at
      OWNER's sole risk and without liability or legal exposure to ENGINEER or
      to ENGINEER's Consultants; (3) OWNER shall indemnify and hold harmless
      ENGINEER and ENGINEER's Consultants from all claims, damages, losses, and
      expenses, including attorneys' fees, arising out of or resulting from any
      use, reuse, or modification without written verification, completion, or
      adaptation by ENGINEER; (4) such limited license to OWNER shall not create
      any rights in third parties.

	
       
	
      5.4.6
	
      If ENGINEER at OWNER's request verifies or adapts the Documents for
      extensions of the Project or for any other project, then OWNER shall
      compensate ENGINEER at rates or in an amount to be agreed upon by OWNER
      and ENGINEER.



	
      5.5
	
      Controlling Law
This Agreement is to be
      governed by the law of the principal place of business of
  ENGINEER.

	
       

	
      5.6
	
      Mutual Waiver of Consequential Damages
Notwithstanding any
      other provision of this Agreement to the contrary, neither party including
      their officers, agents, servants and employees shall be liable to the
      other for lost profits or any special, indirect, incidental, or
      consequential damages in any way arising out of this Agreement however
      caused under a claim of any type or nature based on any theory of
      liability (including, but not limited to: contract, tort, or warranty)
      even if the possibility of such damages has been
  communicated.



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      5.7
	
      Limitation of Liability
In no event shall
      ENGINEER's total liability to OWNER and/or any of the OWNER's officers,
      employees, agents, contractors or subcontractors for any and all injuries,
      claims, losses, expenses or damages whatsoever arising out of or in any
      way related to this agreement from cause or causes, including, but not
      limited to, ENGINEER's wrongful act, omission, negligence, errors, strict
      liability, breach of contract, breach of warranty, express or implied,
      exceed the total amount of fee paid to ENGINEER under this agreement or
      $50,000.00, whichever is greater.

	
       

	
      5.8
	
      Successors and Assigns



	
       
	
      5.8.1
	
      OWNER and ENGINEER each is hereby bound and the partners, successors,
      executors, administrators and legal representatives of OWNER and ENGINEER
      (and to the extent permitted by paragraph 5.8.2 the assigns of OWNER and
      ENGINEER) are hereby bound to the other party to this Agreement and to the
      partners, successors, executors, administrators and legal representatives
      (and said assigns) of such other party, in respect of all covenants,
      agreements and obligations of this Agreement.

	
       
	
      5.8.2
	
      Neither OWNER nor ENGINEER may assign, sublet or transfer any rights
      under or interest (including, but without limitation, moneys that may
      become due or moneys that are due) in this Agreement without the written
      consent of the other, except to the extent that any assignment, subletting
      or transfer is mandated by law or the effect of this limitation may be
      restricted by law. Unless specifically stated to the contrary in any
      written consent to an assignment, no assignment will release or discharge
      the assignor from any duty or responsibility under this
  Agreement.

	
       
	
      5.8.3
	
      Unless expressly provided otherwise in this
Agreement:



	
       
	
       
	
      5.8.3.1
	
      Nothing in this Agreement shall be construed to create, impose or give
      rise to any duty owed by ENGINEER to any Contractor, Subcontractor,
      Supplier, other person or entity, or to any surety for or employee of any
      of them, or give any rights in or benefits under this Agreement to anyone
      other than OWNER and ENGINEER.

	
       
	
       
	
      5.8.3.2
	
      All duties and responsibilities undertaken pursuant to the Agreement
      will be for the sole and exclusive benefit of OWNER and ENGINEER and not
      for the benefit of any other party.



5




	
      5.9
	
      Notices
Any notice required under this
      Agreement will be in writing, addressed to the appropriate party at the
      address which appears on the signature page to this Agreement (as modified
      in writing from time to time by such party) and given personally, be
      registered or certified mail, return receipt requested, by facsimile, or
      by a nationally recognized overnight courier service. All notices shall be
      effective upon the date of receipt.

	
       

	
      5.10
	
      Severability
Any provision or part of the
      Agreement held to be void or unenforceable under any law or regulation
      shall be deemed stricken, and all remaining provisions shall continue to
      be valid and binding upon OWNER and ENGINEER, who agree that the Agreement
      shall be reformed to replace such stricken provision or part thereof with
      a valid and enforceable provision that comes as close as possible to
      expressing the intention of the stricken provision.

	
       

	
      5.11
	
      Changes Conditions
If concealed or unknown
      conditions that affect the performance of the Services are encountered,
      which conditions are not ordinarily found to exist or which differ
      materially from those generally recognized as inherent in the Services of
      the character provided for under this Agreement or which could not have
      reasonably been anticipated, notice by the observing party shall be given
      promptly to the other party and, if possible, before conditions are
      disturbed. Upon claim by the ENGINEER, the payment and schedule shall be
      equitably adjusted for such concealed or unknown condition by change order
      or amendment to reflect additions that result from such concealed,
      changed, or unknown conditions.

	
       

	
      5.12
	
      Environmental Site Conditions
It is
      acknowledged by both parties that ENGINEER's scope of services does not
      include any services related to Constituents of Concern, as defined in
      Article 6. If ENGINEER or any other party encounters an undisclosed
      Constituent of Concern, or if investigative or remedial action, or other
      professional services, are necessary with respect to disclosed or
      undisclosed Constituents of Concern as defined in Article 6, then ENGINEER
      may, at its option and without liability for consequential or any other
      damages, suspend performance of services on the portion of the Project
      affected thereby until OWNER: (1) retains appropriate specialist
      consultant(s) or contractor(s) to identify and, as appropriate, abate,
      remediate, or remove the Constituents of Concern, and 92) warrants that
      the Site is in full compliance with applicable Laws and
  Regulations.

	
       

	
       
	
      If the presence at the Site of undisclosed Constituents
      of Concern adversely affects the performance of ENGINEER's services under
      this Agreement, then the ENGINEER shall have the option of (1) accepting
      an equitable adjustment in its compensation or in the time of completion,
      or both; or 92) terminating this Agreement for cause on 30 days'
      notice.



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      OWNER acknowledged that ENGINEER is performing
      professional services of OWNER and that ENGINEER is not and shall not be
      required to become an "arranger," "operator," "generator," or
      "transporter" of hazardous substances, so defined in the Comprehensive
      Environmental Response, Compensation, and Liability Act (CERCLA), as
      amended, which are or may be encountered at or near the Site in connection
      with ENGINEER's activities under this Agreement.

	
       

	
      5.13
	
      Insurance
ENGINEER shall procure and maintain
      insurance for protection from claims under workers' compensation acts,
      claims for damages because of bodily injury including personal injury,
      sickness or disease or death of any and all employees or of any person
      other than such employees, and from claims or damages because of injury to
      or destruction of property.

	
       

	
      5.14
	
      Discovery
ENGINEER shall be entitled to
      compensation on a time and material basis when responding to all requests
      for discovery relating to this Project and to extent that ENGINEER is not
      party to the lawsuit.

	
       

	
      5.15
	
      Nondiscrimination and Affirmative ActionIn
In
      connection with its performance under this Agreement, ENGINEER shall not
      discriminate against any employee or applicant for employment because of
      race, color, creed, religion, age, sex, marital status, sexual orientation
      or affectional preference, national origin, ancestry, citizenship,
      physical or mental handicap or because he or she is a disabled veteran or
      veteran of the Vietnam era. ENGINEER shall take affirmative action to
      ensure that qualified applicants are employed and that employees are
      treated during employment without regard to their race, color, creed,
      religion, age, sex, marital status, sexual orientation or affectional
      preference, national origin, ancestry, citizenship, physical or mental
      handicap or because he or she is a disabled veteran or veteran of the
      Vietnam era. Such actions shall include recruiting and hiring, selection
      for training, promotion, fixing rates or other compensation, benefits,
      transfers and layoff or termination.

	
       

	
      5.16
	
      Force Majeure
Any delays in or failure of
      performance by ENGINEER shall not constitute a default under this
      Agreement if such delays or failures of performance are caused by
      occurrences beyond the reasonable control of ENGINEER including but not
      limited to: acts of God or the public enemy; exploration or confiscation;
      compliance with any order of any governmental authority; changes in law;
      act of war, rebellion, terrorism or sabotage or damage resulting there
      from; fires, floods, explosions, accidents, riots; strikes or other
      concerted acts of workmen, whether direct or indirect; delays in
      permitting; OWNER's failure to provide data in OWNER's possession or
      provide necessary comments in connection with any required reports
      prepared by ENGINEER, or any other causes which are beyond the reasonable
      control of ENGINEER. ENGINEER's scheduled completion date shall be
      adjusted to account for any force majeure delay and ENGINEER shall be
      reimbursed by OWNER for all costs incurred in connection with or arising
      from a force majeure event, including but not limited to those costs
      incurred in the exercise of reasonable diligence to avoid or mitigate a
      force majeure event.



7




	
      5.17
	
      Waiver
Non-enforcement of any provision by
      either party shall not constitute a waiver of that provision, nor shall it
      affect the enforceability of that provision or of the remainder of this
      Agreement. 

	
       

	
      5.18
	
      Headings
The headings used in this Agreement
      are for general reference only and do not have special
  significance.

	
       

	
      5.19
	
      Subcontractors
ENGINEER may utilize such
      ENGINEER's Subcontractors as ENGINEER deems necessary to assist in the
      performance of its Services.

	
       

	
      5.20
	
      Coordination with Other Documents
It is the
      intention of the parties that is the ENGINEER's Services include design
      then the Standard General Conditions will be used as the General
      Conditions for the Project and that all amendments thereof and supplements
      thereto will be generally consistent therewith. Except as otherwise
      defined herein, the terms which have an initial capital letter in this
      Agreement and are defined in the Standard General Conditions will be used
      in this Agreement as defined in the Standard General Conditions. The term
      "defective" will be used in the Agreement as defined in the
      Standard General Conditions.

	
       

	
      5.21
	
      Purchase Order
Notwithstanding anything to the
      contrary contained in any purchase order or in this Agreement, any
      purchase order issued by OWNER to ENGINEER shall be only for accounting
      purposes for OWNER and the pre-printed terms and conditions contained on
      any such purchase order are not incorporated herein, shall not apply to
      this Agreement, and shall be void for the purposes of the Services
      performed by ENGINEER under this Agreement.

	
       

	
      5.22
	
      Dispute Resolution
In the event of any dispute
      between the parties arising out of or in connection with the contract or
      the services or work contemplated herein; the parties agree to first make
      a good faith effort to resolve the dispute informally. Negotiations shall
      take place between the designated principals of each party. If the parties
      are unable to resolve the dispute through negotiation within 45 days, then
      either party may give written notice within 10 days thereafter that is
      elects to precede with non-binding mediation pursuant to the commercial
      mediation rules of the American Arbitration Association. In the event that
      mediation is not invoked by the parties or that the mediation is
      unsuccessful in resolving the dispute, then either party may submit the
      controversy to a court of competent jurisdiction. The foregoing is a
      condition precedent to the filing of any action other than an action for
      injunctive relief of if a Statute of Limitations may
  expire.



8




	
       
	
      Each party shall be responsible for its own costs and expenses
      including attorney's fees and court costs incurred in the course of any
      dispute, mediation, or legal proceeding. The fees of the mediator and any
      filing fees shall be shared equally by the
parties.



ARTICLE 6   DEFINITIONS

	
      6.1
	
      Whenever used in this Agreement the following terms have the meanings
      indicated which are applicable to both the singular and the
  plural.



	
       
	
      6.1.1
	
      Services
The services to be performed for or furnished to
      OWNER by ENGINEER described in this Agreement.

	
       
	
      6.1.2
	
      Agreement
This Agreement between OWNER and ENGINEER for
      Professional Services including those exhibits listed in Article 7.
  

	
       
	
      6.1.3
	
      Constituent of Concern
Any substance, product, waste, or
      other material of any nature whatsoever (including, but not limited to,
      Asbestos, Petroleum, Radioactive Material, and PCBs) which is or becomes
      listed, regulated, or addressed pursuant to [a] the Comprehensive
      Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601
      et seq, ("CERCLA")1 [b] the Hazardous Materials Transportation Act, 49
      U.S.C. §§1801 et seq.; [c] the Resources Conservation and Recovery Act, 42
      U.S.C. §§6901 et seq.; and [g] any other federal, state, or local statute,
      law rule, regulation, ordinance, resolution, code, order, or decree
      regulating, relating to, or imposing liability or standards or conduct
      concerning, any hazardous, toxic, or dangerous waste, substance, or
      material.

	
       
	
      6.1.4
	
      Construction Cost
The total cost to OWNER of those portions
      of the entire Project designed or specified by ENGINEER. Construction Cost
      does not include ENGINEER's compensation and expenses, the cost of land,
      right-of-way, or compensation for or damages to properties, or OWNER's
      legal, accounting, insurance counseling or auditing services, or interest
      and financing charges incurred in connection with the Project or the cost
      of other services to be provided by others to OWNER pursuant to Article 3.
      Construction Cost is one of the items comprising Total Project
    Costs.

	
       
	
      6.1.5
	
      Documents
As applicable to the Services, the data, reports,
      drawings, specifications, record drawings and other deliverables, whether
      in printed or electronic media format, provided or furnished by ENGINEER
      to OWNER pursuant to the terms of this Agreement.



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      6.1.6
	
      Contractor
The person or entity with whom OWNER enters into a
      written agreement covering construction work to be performed or furnished
      with respect to the Project.

	
       
	
      6.1.7
	
      ENGINEER's Subcontractor
A person or entity having a contract
      with ENGINEER to perform or furnish Services with respect to the
      Project.

	
       
	
      6.1.8
	
      Reimbursable Expenses
The expenses incurred directly in
      connection with the performance or furnishing of Services for the Project
      for which OWNER shall pay Engineer as indicated in Exhibit A.

	
       
	
      6.1.9
	
      Resident Project Representative
The authorized representative
      of ENGINEER who will be assigned to assist ENGINEER at the site during the
      Construction Phase. The Resident Project Representative will be ENGINEER's
      agent or employee and under ENGINEER's supervision. As used herein, the
      term Resident Project Representative includes any assistants of Resident
      Project Representative agreed to by OWNER. The duties and responsibilities
      of the Resident Project Representative are set forth in Exhibit B,
      "Duties, Responsibilities and Limitations of Authority of Resident Project
      Representative" ("Exhibit B").

	
       
	
      6.1.10
	
      Standard General Conditions The Standard General Conditions of the
      Construction Contracts (No.  ) of the Engineers Joint Contract
      Documents Committee.

	
       
	
      6.1.11
	
      Total Project Costs
The sum of the Construction Cost,
      allowances for contingencies, the total costs of design professional and
      related services provided by ENGINEER and (on the basis of information
      furnished by OWNER) allowances for such other items as charges of all
      other professionals and consultants, for the cost of land and
      rights-of-way, for compensation for or damages to properties, for interest
      and financing charges and for other services to be provided by others to
      OWNER under Article 3.



ARTICLE 7   EXHIBITS AND SPECIAL
PROVISIONS

	
      7.1
	
      This Agreement is subject to the provisions of the following Exhibits
      which are attached to and made a part of the Agreement:

	
       

	
       
	
      Exhibit A - Engineer's Services, Owner's Responsibilities, Time for
      Performance, Method or Payment, and Special
Provisions.



10




	
       
	
      Exhibit B - Duties, Responsibilities and Limitations of Authority of
      the resident Project Representative. (Use when RPR Services are
      provided.)

	
       

	
       
	
      This Agreement (consisting of Pages 1 to 9 inclusive), and the Exhibits
      identifies above constitute the entire agreement between OWNER and
      ENGINEER and supersede all prior written or oral understandings. This
      Agreement may only be amended, supplemented, modified, or canceled by a
      duly executed written instrument.



IN WITNESS WHEREOF, the parties hereto have executed this
Agreement to be effective as of the date first above written.

	
      OWNER:
	
       
	
      ENGINEER:



 

	
      By: Eric Sauve
Title: President and CEO
Date: May
      21, 2008
	
       
	
      By: Randy Huffsmith
Title: Associate
Date: May 21,
      2008



	
      Address for giving notices:
	
       
	
      Address for giving notices:



 

	
      The Grant Hartford Corporation
619 S.W. Higgins, Suite
      O
Missoula, MT 59803
(406) 721-1444
	
       
	
      Camp Dresser & McKee, Inc.
50 West 1414
      Street, Suite 200
Helena, MT 59601
(406)
441-1400