EXHIBIT 5.5

STRICTLY CONFIDENTIAL

December 21, 2007

LKA INTERNATIONAL, INC. 3724 47th St Ct. N.W. 
Gig Harbor, WA 98335 
USA

Attention: Mr. Kye Abraham, President

RE: Amended and Restated Letter Agreement -- Golden Wonder Project, Colorado

Dear Kye:

LKA International Inc. ("LKA") has
advised Richmont Mines Inc. ("Richmont") that, to its knowledge and as
reflected in the title materials previously provided to Richmont, it is the
beneficial and registered owner of all (100%) of the right, title and interest
in and to 28 lode mining claims (the "Claims") located in Hinsdale
County, State of Colorado, USA. The Claims, which are collectively known as the
Golden Wonder Mine Property, are more particularly described in Schedule "A"
hereto. LKA also owns or controls certain related rights of access, permits and
other rights appurtenant to or related to the Claims, including those more
particularly described on Schedule "A" ("Related Rights"). The Claims and
the Related Rights, including an underground mine (the "Mine") together
with any other real property rights which are now owned or hereafter acquired by
either Party (as defined below) within the Area of Interest described in section
8.5 (collectively, the "Property"), shall be subject to this amended and
restated letter agreement (the "Letter Agreement"). This Letter Agreement
amends and restates the original letter agreement dated November 5, 2007 between
LKA and Richmont (the "Original Letter Agreement").

Based on the foregoing, subject to the terms
and conditions set forth hereinafter, Richmont hereby offers (the "Offer")
to LKA to acquire a sole and exclusive option (the "Option") to acquire a
fifty percent (50%) undivided right, title and interest in and to the Property
(the "50% Interest") in consideration of the funding and performance by
Richmont of exploration and development works at the Propertyand on such
portions of the Mine or the Property and within the Area of Interest as
contemplated hereby or asmay be agreed upon by the Parties.

This Letter Agreement,as well as the
execution of a formal and more detailed option and joint venture agreement (the
"OJV Agreement") and the completion of all other transactions
contemplated herein, are hereinafter collectively referred to as the "Transaction".
The Offer is made and the Transaction shall be completed, in accordance with the
provisions and subject to the terms and conditions set forth in this Letter
Agreement. Richmont and LKA are sometimes hereinafter collectively referred to
as the "Parties" and, individually, a "Party".

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Richmont believes this proposed Transaction
will extend the current mining operations within the Property and improve the
financial returns thereof. No investment will be required from LKA and no
dilution will be imposed on LKA except as provided herein.

1.

ACCEPTANCE OF
OFFER

1.1

LKA may accept the
Offer by executing and delivering thisLetter Agreement. Upon such
execution and delivery, LKA will have irrevocably granted the Option to Richmont.

1.2

In consideration for LKA granting the Option, Richmont will pay
to LKA the sum of $300,000 (the "Option Fee"). The first portion of the
Option Fee in the amount of $150,000 was paid by Richmont on November 12, 2007,
and receipt thereof is acknowledged by LKA. The second portion of the Option Fee
in the amount of $150,000 shall be payable by Richmont onor before
December 27, 2007. Within five days of payment by Richmont of the Option Fee,
the Parties will execute and deliver, and LKA will arrange to record a
memorandum of this Letter Agreement on title to the Property

2.

INITIAL
COMMITMENT PERIOD AND NEGOTIATION OF THE OJV AGREEMENT

2.1

Upon Richmont determining that it is reasonably likely to proceed
with the Second Commitment (as defined below) and providing written notice
thereof to LKA, the Parties shall cooperate diligently to negotiate in good
faith and conclude the OJV Agreement and the Subscription Agreement (as defined
below) in a timely fashion. The OJV Agreement and Subscription Agreement will
incorporate all of the terms of this Letter Agreement and such additional terms
as are customary in the mining industry or as are customary for share
subscription agreements, as applicable.

2.2

The
OJV Agreement and Subscription Agreement shall be executed by the Parties on the
date (the "Post-Exploration Signing Date") agreed to by the Parties that
is no later than September 1, 2008 or such later date as may be reasonably
required to negotiate and settle the OJV Agreement and Subscription Agreement.

2.3

During the period between the execution and delivery of the Original Letter
Agreement by LKA and the Post-Exploration Signing Date (the "Initial
Commitment Period"), LKA hereby irrevocably and unconditionally undertakes
to refrain from:

(a)

Entering into any agreement, arrangement or proposal of any nature whatsoever
which might entail a material liability, of any nature whatsoever, attaching to
the Property;

(b)

Conducting all
operations on the Property and at the Mine other than in the usual and ordinary
course of business; and

(c)

LKA shall not,
directly or indirectly:

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(i)

enter into or continue, facilitate, entertain, offer, accept or encourage, any
approach from, or discussions or negotiations with, any third party relating to
(A) the acquisition by or grant to, or proposed acquisition by or grant to, that
third party, or another third party, of any right, title or interest in or to
the Property or the Mine or (B) any other transaction having similar effect to
the Transaction;

(ii)

enter into any agreement or arrangement (whether formal or informal, written or
unwritten) with any third party (A) under which that third party, or another
third party, would acquire or may be granted any right, title or interest in or
to the Property or the Mine or (B) providing for any other transaction having
similar effect to the Transaction; or

(iii)

make available any information to a third party relating to the Property or the
Mine in connection with (A) a proposal or possible proposal for or by that third
party, or another third party, to acquire or be granted any right, title or
interest in or to the Property or the Mine or (B) any other proposed or possible
transaction having similar effect to the Transaction.

3.

PRINCIPAL
ECONOMIC TERMS

3.1

In
order to maintain the Option and its rights under the OJV Agreement, Richmont
must purchase, on the Post-Exploration Signing Date, LKA common shares (the "Subscription
Shares") having a total acquisition cost to Richmont of US$1,500,000.

(a)

The
Subscription Shares will be acquired pursuant to a subscription agreement to be
entered into between the Parties on the Post-Exploration Signing Date (the "Subscription
Agreement").

(b)

The
Subscription Shares will be issued to Richmont at a price per share to be
determined by the Parties prior to the Post-Exploration Signing Date, provided
that in no case shall the number of Subscription Shares exceed 9.9% of the
number of issued and outstanding LKA common shares.

(c)

The
proceeds from the Subscription Shares will be used by LKA to offset the costs
incurred by it for permitting and legal expenses relating to the Mine and
general corporate overhead.

(d)

The
Subscription Shares will be issued pursuant to an applicable exemption from the
registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities
Act"), will be "restricted securities" within the meaning of Rule 144
promulgated under the Securities Act, and may be resold pursuant to registration
under the Securities Act or an applicable exemption from such registration
requirements.

(e)

The Subscription
Agreement will contain customary terms and conditions, including as to:

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(i)

representations and warranties regarding (A) the issuance of the Subscription
Shares, including as to their due and proper issuance in compliance with all
applicable laws, (B) the facts necessary to support any registration exemption
LKA is relying on and (C) LKA's compliance with and good standing under all
applicable laws;

(ii)

"piggy-back"
registration rights in the event LKA proposes any public offering of its
securities;

(iii)

pre-emptive rights
in favour of Richmont to subscribe for its pro rata share of any future
LKA stock issuances; and

(iv)

LKA's covenant to take all necessary actions to facilitate Richmont's sale of
the Subscription Shares in accordance with applicable United States securities
laws, including by complying at all times with all reporting, disclosure and
filing obligations under such laws.

3.2

In order to
maintain the Option and its rights under the OJV Agreement, Richmont must pay:

(a)

the
"commission" to be paid to IBK Capital (the "Finders Fee") when and to
the extent payable to IBK pursuant to the agreement between LKA and IBK dated
November 3, 2006 (as extended pursuant to a letter agreement between LKA and IBK
dated November 29, 2007, the "LKA-IBK Agreement"), as per the payment
schedule detailed in section 1 of the LKA-IBK Agreement or upon such other terms
as may be mutually agreed between Richmont and IBK (and LKA agrees that Richmont
may renegotiate the Finders Fee and the payment schedule thereof with IBK
provided that no fees shall be payable to IBK by LKA in connection to this
Letter Agreement); and

(b)

the
final settlement amount of $250,000 (the "Au Settlement Amount") to be
paid by LKA to Au Mining, Inc. ("Au") as and when stipulated in the final
settlement agreement and release (the "Settlement Agreement") entered
into on August 24, 2007 between LKA and Au, and all interest thereon.
Notwithstanding the foregoing, Richmont shall have the right to prepay the Au
Settlement Amount and all interest then accrued thereon to LKA on or before
January 15, 2008. In the event Richmont exercises such right, LKA shall become
solely responsible for the payment to Au of all interest accruing under the
Settlement Agreement following the date of such prepayment by Richmont, and LKA
shall remit to Au on or before August 24, 2008 all amounts so prepaid by
Richmont.

3.3

In order to maintain the Option and its rights under the OJV
Agreement, Richmont must make the expenditures (the "Option Commitment")
during the periods (the "Commitment Periods") in each case referred to in
sections 3.4,3.5, 3.6 and 3.8. The following types
of expenditures ("Option Expenditures") will be included in calculating
Richmont's funding of the Option Commitment:

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(a)

all
expenditures required to implement the Mine Plan contemplated in section 7.4,
including all investments in equipment, buildings and infrastructure on or for
the benefit of the Property;

(b)

Richmont's documented out-of-pocket expenses, including all fees and
disbursements of Richmont's legal and other advisers, in conducting its due
diligence review of the Property and the Mine ("Due Diligence Expenses"),
including all Due Diligence Expenses incurred from November 1, 2007 to the date
of this Letter Agreement which amounts to approximately $350,000;

(c)

the Finders Fee;

(d)

exploration and
development costs contemplated in section 6.1;

(e)

expenditures
incurred in connection with any event of force majeure as contemplated in
section 8.4(c);

(f)

50% of the amounts
paid by Richmont pursuant to section 3.1 to acquire common shares of LKA;

(g)

the Option Fee;

(h)

the
Au Settlement Amount, all interest thereon and all other amounts paid by
Richmont relating to the Settlement Agreement or the obligations of LKA in
respect thereof;

(i)

all expenditures
incurred by Richmont in connection with the exploration plan attached as
Schedule "E" (the "Exploration Plan"); and

(j)

all expenditures
incurred by Richmont in connection with water management and permit compliance
work for the 6th level of the Mine.

3.4

During the Initial Commitment Period, Richmont shall have complete discretion as
to the manner in which Option Expenditures are incurred within the Property, and
LKA shall grant access to the Property to Richmont and its agents for the
purpose of allowing Richmont to complete such Option Expenditures and pursue the
Exploration Plan. Richmont must expend US$3,000,000 during the Initial
Commitment Period (the "Initial Commitment") to fund Option Expenditures
with the objective of pursuing the Exploration Plan and advancing the project
towards commercial production. If Richmont fails to complete the Initial
Commitment in full before the Post-Exploration Signing Date or if Richmont
relinquishes its interest in this Letter Agreement prior to the Post-Exploration
Signing Date without having completed the Initial Commitment, the shortfall will
be paid in cash to LKA within 30 days of the Post-Exploration Signing Date or
the date of relinquishment, as applicable.

3.5

Upon completion of the funding required for the Initial Commitment, Richmont
will have the right, but not the obligation to invest a further US$3,000,000
(the "Second Commitment") in Option Expenditures. The right will be
exercisable at any time prior to expiry of the Initial Commitment Period by
Richmont giving notice to LKA that it intends to proceed with the Second
Commitment. In the event Richmont gives such notice, it must expend the full
amount of the Second Commitment within eight months of the expiry of the Initial
Commitment Period (the "Second Commitment Period"). If Richmont fails to
complete the Second Commitment in full before the expiry of the Second
Commitment Period or if Richmont relinquishes its interest in this Letter
Agreement prior to such expiry without having completed the Second Commitment,
the shortfall will be paid in cash to LKA within 30 days of the expiry of the
Second Commitment Period or the date of relinquishment, as applicable.

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3.6

Upon completion of the funding required for the Second Commitment, Richmont will
have the right, but not the obligation to invest a further US$6,000,000 (the "Third
Commitment") in Option Expenditures. The right will be exercisable at any
time prior to expiry of the Second Commitment Period by Richmont giving notice
to LKA that it intends to proceed with the Third Commitment. In the event
Richmont gives such notice, it must expend the full amount of the Third
Commitment within 24 months (the "Third Commitment Period") of the expiry
of the Second Commitment Period, provided however that the Third Commitment
Period shall be reduced to 18 months if (i) all regulatory approvals, permits
and licenses necessary for the development of an access drift at the 16th
level of the Mine shall have been obtained prior to the date that is 90 days
after the Post-Exploration Signing Date, and (ii) LKA and Richmont shall have
agreed prior to the end of the Second Commitment Period to amend the Mine Plan
referred to in section 7.4 to provide for such development. If Richmont is
unable to complete expenditure of the Third Commitment totaling US$6,000,000 on
or before the expiry of the Third Commitment Period, Richmont may nonetheless
maintain the Option and its rights under the OJV Agreement by paying LKA the
difference between US$6,000,000 and the amount actually spent by Richmont prior
to the end of the Third Commitment Period.

3.7

Upon Richmont's written notification to LKA no later than 30 days after the
completion of the Third Commitment Period that the Third Commitment has been
timely completed, Richmont shall be deemed to have exercised the Option and
title to the 50% Interest shall be automatically vested in Richmont (subject to
divestment if the Final Commitment (as defined below) is not completed). The
Deed and Assignment referred to in section 4.1(i) will promptly be delivered to
Richmont from the escrow established pursuant to section 4.1(i).

3.8

Upon completion of the funding required for the Third Commitment, Richmont will
have the right, but not the obligation to invest a further US$6,000,000 (the "Final
Commitment") in Option Expenditures. The right will be exercisable at any
time prior to expiry of the Third Commitment Period by Richmont giving notice to
LKA that it intends to proceed with the Final Commitment. In the event Richmont
gives such notice, it must expend the full amount of the Final Commitment within
24 months (the "Final Commitment Period") of the expiry of the Third
Commitment Period. If Richmont is unable to complete expenditure of the Final
Commitment totaling US$6,000,000 on or before the expiry of the Final Commitment
Period, Richmont may nonetheless maintain the Option and its rights under the
OJV Agreement by paying LKA the difference between US$6,000,000 and the amount
actually spent by Richmont prior to the end of the Final Commitment Period.

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3.9

Subject to section 3.10, in the event Richmont fails to fund the Initial
Commitment, the Second Commitment, the Third Commitment or the Final Commitment
within the associated Commitment Period, its interest in the Option, the OJV
Agreement and the Properties will be immediately forfeited, and Richmont will
promptly deliver to LKA all data, files, reports and information relating to the
Mine, withdraw from the Property and relinquish ongoing operations on the
Property to LKA. The Deed of Relinquishment referred to in section 4.1(i) will
promptly be delivered to LKA from the escrow established pursuant to section
4.1(i).

3.10

If a force majeure event, including without limitation the
unavailability of appropriate skilled people or drilling equipment, prevents
Richmont from funding the Option Expenditures contemplated by Richmont for the
Initial Commitment, the Second Commitment, the Third Commitment or the Final
Commitment within the associated Commitment Period, such Commitment Period and
all subsequent Commitment Periods shall be extended for the duration of the
force majeure. Richmont's expenses relating to the Property during the force
majeure shall be included as Option Expenditures.

3.11

In the event Richmont expends more on account of Option
Expenditures than is required to be expended during any Commitment Period in
accordance with the preceding sections, Richmont may apply the amount of any
such surplus against its expenditure commitments for any future Commitment
Periods.

3.12

Richmont may at any time relinquish the Option and its rights under the OJV
Agreement for any reason including not having identified sufficient mineralized
resource to justify, in Richmont's discretionary view, the development and
construction of the infrastructure required for exploitation. If Richmont so
relinquishes, or if this Letter Agreement or the OJV Agreement is otherwise
terminated for any reason, Richmont shall (a) forfeit all amounts paid or spent
prior to the termination, (b) make any payment then due to LKA under this Letter
Agreement or the OJV Agreement (which, for greater certainty, shall not include
any unfunded portions of the Third Commitment or the Final Commitment), (c) not
retain any right, title, or interest in and to this Letter Agreement, the
Property and related assets; (d) promptly provide to LKA an instrument suitable
for recording reflecting its relinquishment of any such right, title or
interest; (e) promptly provide all data and other information obtained by
Richmont with respect to the Property to LKA; (f) indemnify LKA for all claims
arising out of Richmont's operations on the Property prior to the date of
relinquishment, provided that, with respect to any claims relating to (i)
operations conducted pursuant to Article 6, (ii) closure and other obligations
to the extent Richmont's operations on the Property or other activities pursuant
to this Agreement have contributed to the value of the Property and (iii)
environmental, health and safety or any other condition existing prior to
commencement of Richmont's operations on the property or arising from Richmont's
attempts to rectify any such pre-existing condition, Richmont shall only be
liable for its gross negligence or wilful misconduct; and (g) refrain for a
period of five years from acquiring any interest in any property within the Area
of Interest. Furthermore, upon termination of the Option, the last day of each
survival period for the representations and warranties contemplated by section
7.5 shall be the effective date of termination.

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3.13

Richmont will promptly provide LKA with all accounting and other data reasonably
necessary for LKA to confirm all Option Expenditures incurred by Richmont and
Richmont's satisfaction of the Initial Commitment, the Second Commitment, the
Third Commitment and the Final Commitment.

3.14

The
OJV Agrement will contain provisions allowing LKA a reasonable period of time to
dispute any Option Expenditures claimed by Richmont and provide a dispute
resolution mechanism in the event of any disagreement. If the Parties are unable
to resolve the dispute within 30 days following the delivery of such notice by
LKA to Richmont, they shall refer the dispute for resolution in accordance with
the procedures set out in Article 11. In the event any Option Expenditure
claimed by Richmont is subsequently disallowed, Richmont's satisfaction of any
Option Commitment during any Commitment Period shall not be adversely affected,
provided Richmont either pays the amount of the disallowed Option Expenditure to
LKA or adds the disallowed amount to its Option Commitment for a subsequent
Commitment Period.

4.

POST-EXPLORATION SIGNING DATE

4.1

On the
Post-Exploration Signing Date, the following shall occur:

(a)

the Parties shall
execute and deliver:

(i)

the OJV Agreement;
and

(ii)

the Subscription
Agreement;

(b)

Richmont will pay
to LKA the consideration payable for the Subscription Shares;

(c)

LKA will issue to
Richmont the Subscription Shares;

(d)

Richmont shall pay
to IBK any amounts due on the Post-Exploration Signing Date on account of the
Finders Fee;

(e)

Richmont will deliver to LKA an opinion of legal counsel to Richmont with
respect to customary matters related to proper execution and delivery of the OJV
Agreement and the Subscription Agreement and the enforceability thereof against
Richmont;

(f)

LKA
will deliver to Richmont an opinion of legal counsel to LKA with respect to to
customary matters related to (i) proper execution and delivery of the OJV
Agreement and the Subscription Agreement and the enforceability thereof against
LKA; (ii) the proper issuance of the Subscription Shares in compliance with all
laws; (iii) the attachment and perfection of the security interest contemplated
in section 6.2; and (iv) title to the Claims and the Related Rights.

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(g)

each Party will deliver certificates of good standing, officer's certificates
certifying incumbency, articles, bylaws and authorizing resolutions and such
other documents as may reasonably be requested by the other Party or as are
customary for similar transactions;

(h)

the Committee
established pursuant to the OJV Agreement shall meet and approve the Mine Plan
referred to in section 7.4;

(i)

the
Parties will establish an escrow in Colorado into which LKA will deposit a deed
and assignment (the "Deed and Assignment") conveying to Richmont the 50%
Interest, free and clear of all liens, mortgages, deeds of trust, security
interests, pledges, charges and encumbrances and rights of others (collectively,
"Liens") arising by, through or under LKA, except for the rights of Au
pursuant to the NSR Royalty Agreement, and into which Richmont will deposit a
deed and assignment (the "Deed of Relinquishment") relinquishing and
releasing to LKA the 50% Interest, free and clear of all Liens arising by,
through or under Richmont. The Deed and Assignment and the Deed of
Relinquishment will be accompanied by appropriate instructions directing the
escrow agent to deliver both documents to LKA in the event Richmont fails to
complete its spending obligations under the OJV Agreement in respect of the
Option Commitment or relinquishes its interest in the Option and the OJV
Agreement or to deliver to Richmont the Deed and Assignment upon completion of
the Third Commitment as contemplated in section 3.6 and the Deed of
Relinquishment upon completion of the Final Commitment; and

(j)

LKA
shall deliver to Richmont such security agreements and other documents and
instruments as are necessary to grant, and evidence the attachment and
perfection of, the security interest referred to in section 6.2.

4.2

In the event the matters contemplated in section 4.1 are not
completed on or before September 1, 2008, the Post-Exploration Signing Date will
be extended until such matters are completed.

4.3

The
Parties agree to take all such commercially reasonable actions as are necessary
to complete all of the actions and deliver all of the agreements and other
instruments set forth in section 4.1 on the Post-Exploration Signing Date.

5.

MANAGEMENT
DURING THE OPTION PERIOD

5.1

The
OJV Agreement shall provide that a management committee (the "Committee")
composed of an equal number of representatives of Richmont and LKA will be
formed, upon execution, to supervise the performance by Richmont of exploration,
development and production programs within the Property. Richmont shall be
appointed and act as the Party managing all activities (the "Manager") on
or in respect of the Property under the OJV Agreement.

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5.2

The
OJV Agreement shall provide that, commencing as of its execution and ending upon
the exercise of the Option (the "Option Period"), Richmont, as Manager,
and under the supervision of the Committee, shall have complete discretion as to
the manner in which daily activities are conducted and Option Expenditures are
incurred within the Property, provided that Richmont, as Manager, shall:

(a)

keep the Property free and clear of all Liens arising from the conduct of its
activities other than ordinary course of business liens such as those in favour
of materialmen and mechanics;

(b)

provide LKA written quarterly summary reports of activities as well as copies,
in a timely manner, of drill results, metallurgical studies and any other study
or report, and provide an annual report of all activities within 90 days
following the end of each year of the Option Period; in addition, Richmont shall
promptly notify LKA of any material incident or event;

(c)

conduct activities in a good, workmanlike and efficient manner in accordance
with the Mine Plan prepared pursuant to section 7.4 and sound mining and other
applicable industry standards and practices, and in accordance with the terms
and provisions of the mining rights and permits attaching to the Property; and

(d)

allow LKA to obtain, at all reasonable times within normal business hours, (i)
access to, and the right to inspect and copy all maps, drill logs, core tests,
reports surveys, assays, analyses, technical, and other information acquired in
the course of operations, in paper, or in electronic form; and (ii) the right to
inspect, at its sole risk and expense and subject to reasonable safety
regulations, the Lower Mine Sector, drill core and activities performed therein,
as long as it does not interfere with operations.

6.

COMMERCIAL
PRODUCTION DURING THE OPTION PERIOD

6.1

Richmont may commence commercial production from the Property
before all of the Option Expenditures have been made. Exploration and
development costs associated with such production will be included in the Option
Expenditures, but all costs normally treated as cash operating costs using U.S.
generally accepted accounting principles will not be included in such
expenditures. Instead, all operating costs during the Option Period will be
funded by Richmont and recovered by Richmont (in priority to any Joint Venture
distributions) from the proceeds of production together with a financing charge
equal to the sum of (a) the annual rate of interest publicly announced from time
to time by Citibank N. A. as its prime rate in effect at its principal offices
in New York City plus (b) 3% per annum from the date of advance to the date of
recovery. Richmont and LKA will share the proceeds from such production, net of
such operating and financing costs, on a 50/50 basis.

6.2

Until such time as Richmont has a vested 50% interest in the Property, LKA shall
grant to Richmont a first priority perfected security interest in the Property
and all proceeds therefrom to secure its obligation to pay Richmont its 50%
share of proceeds pursuant to section 6.1.

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7.

REPRESENTATIONS, WARRANTIES, AND COVENANTS

7.1

In the OJV
Agreement, each Party shall represent and warrant to the other that:

(a)

it
is a body corporate duly incorporated and in good standing in its jurisdiction
of incorporation and it is qualified to do business and is in good standing in
those jurisdictions where necessary in order to carry out the purposes of the
OJV Agreement;

(b)

it
has the capacity and authority to enter into and perform the OJV Agreement and
all transactions contemplated therein and all corporate and other actions
required to authorize it to enter into and perform the OJV Agreement have been
properly taken;

(c)

it will not breach
any other agreement, or any undertaking, security or arrangement by entering
into or performing the OJV Agreement; and

(d)

the
OJV Agreement has been duly executed and delivered by it and is valid and
binding upon it in accordance with its terms and the person executing the OJV
Agreement on its behalf is duly authorized to do so.

7.2

LKA represents and
warrants and, in the OJV Agreement, LKA shall represent and warrant, to Richmont
that:

(a)

it
is the sole (100%) owner of the Property free and clear of all Liens, except for
the paramount title of the United States in the unpatented mining claims and
except for any matters identified by LKA in Schedule A to this Letter Agreement;
it has not granted any unregistered real or personal rights thereon to third
parties, it is in possession of the Property and knows of no other person
claiming any interest in the Property or the ground covered thereby, except for
the rights of Au pursuant to the NSR Royalty Agreement; and, with respect to
each of the unpatented mining claims (collectively, the "Mining Claims")
to the best of LKA's actual knowledge : (i) they were properly laid out and
monumented on available public domain land open to appropriation by mineral
location; (ii) all required location and validation work was properly performed;
(iii) location notices and certificates were timely and properly recorded and
filed with appropriate governmental agencies, and all payments required in
connection therewith were timely and properly made; (iv) assessment work of a
nature sufficient to hold the claims has been timely and properly performed, and
all claim maintenance and related fees have been timely paid as required by law
in order to maintain the claims; (v) all affidavits of assessment work, evidence
of payment of claim maintenance fees, and other filings required to maintain the
claims in good standing have been properly and timely recorded or filed with
appropriate governmental agencies; (vi) LKA has no knowledge of conflicting
claims or adverse interests in or to the Mining Claims; and (viii) the Mining
Claims constitute a contiguous and compact group with no interior gaps or
fractions.

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(b)

LKA
has conducted all of its activities on the Property in material compliance with
applicable federal, state and local laws, rules and regulations, including
without limitation those pertaining to human health and safety and protection of
the environment, and that to the best of LKA's actual knowledge, except for
materials used, stored and disposed of in compliance with applicable laws and
otherwise commonly used in the mining industry in connection with ongoing
operations on the Property, the Property is free and clear of any hazardous or
toxic material, pollution, or other adverse environmental conditions arising out
of mining activities conducted thereon, which may give rise to any environmental
liability under environmental laws and, to LKA's actual knowledge, no
generation, treatment, manufacture, processing, distribution, use, storage,
discharge, release, disposal, transport or handling of any hazardous substances
or materials has otherwise occurred at the Property, except in compliance in all
material respects with all environmental laws;

(c)

LKA
is not aware of, nor has LKA received notice or other communication from any
federal, state, or local governmental agency that there exists on the Property,
any physical or environmental condition which constitutes a violation of any
applicable federal, and state or local governmental law, regulation, or
ordinance, and there are no pending or, to LKA's knowledge, threatened claims,
suits, actions, proceedings or investigations with respect thereto;

(d)

Except as disclosed to Richmont in writing, LKA has obtained and is in
compliance with all material approvals, permits, licenses, registrations and
similar authorizations from all governmental authorities under all environmental
laws required for the operations on the Property as currently conducted, and
there are no pending or, to the knowledge of LKA, threatened, actions,
proceedings or investigations alleging violations of or seeking to modify,
revoke or deny renewal of any of such approvals, permits, licenses,
registrations and authorizations, and LKA does not have knowledge of any fact or
condition that is reasonably likely to give rise to any action, proceeding or
investigation regarding the violation of or seeking to modify, revoke or deny
renewal of any of such approvals, permits, licenses, registrations and
authorizations, provided that no representation is made by LKA in section 7.2(b)
to (d) in respect of the compliance by LKA with the standards established by the
Mine Safety and Health Administration of the U.S. Department of Labor;

(e)

LKA
has divulged or made available to Richmont all relevant material information and
data known by it concerning the Property and has not knowingly omitted to
disclose any material information necessary to make the information provided by
it to Richmont not misleading; in particular, but without limitation, the
content of Schedule "A" is accurate and complete in all material respects.

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(f)

A
true, complete and accurate copy of the final Settlement Agreement entered into
on August 24, 2007 between LKA and Au has been filed by LKA with the U.S.
Securities and Exchange Commission on August 24, 2007 and is attached as
Schedule "C". The Settlement Agreement has not been amended, supplemented or
otherwise modified, and there are no other agreements, commitments or
understandings between LKA and Au in respect thereof. LKA has complied with all
of its obligations under the Settlement Agreement and has made all payments
required to be made by it thereunder.

(g)

LKA
has divulged or made available to Richmont all relevant material information and
data known by it concerning the ongoing litigation between Au and Barrick Gold
Corporation and has not knowingly omitted to disclose any material information
concerning this litigation.

(h)

A
true, complete and accurate copy of the final net smelter return royalty
agreement (the "NSR Royalty Agreement") entered into on August 24, 2007
between LKA and Au is attached as Schedule "D". The NSR Royalty Agreement has
not been amended, supplemented or otherwise modified, and there are no other
agreements, commitments or understandings between LKA and Au in respect thereof.
LKA has complied with all of its obligations under the NSR Royalty Agreement and
has made all payments required to be made by it thereunder on or before the date
of this Letter Agreement.

7.3

Without limitation to LKA's liability for breach of any representation and
warranty given by LKA, Richmont will represent and warrant in the OJV Agreement
that it has satisfactorily completed its due diligence review of the Property
and is satisfied with the status of title and the condition of the Property.

7.4

A
mine plan (the "Mine Plan") shall be prepared by Richmont in accordance
with good mining practices and such plan shall, upon approval by the Committee
in accordance with section 4.1(h), be attached to the OJV Agreement before
operations are commenced on the Property. In the OJV Agreement, Richmont will
covenant that it intends to carry out the Mine Plan and to use its best efforts
to limit operating costs and other budgeted items to those projected in such
plan. If Richmont subsequently determines that operating costs or other budgeted
items contained in such plan will increase by more than 10%, Richmont will
promptly advise the Committee and provide full details regarding the cost
increases and Richmont's proposals for moderating, if possible, the effect of
the increases.

7.5

LKA covenants and agrees not to amend, supplement, modify or
waive any of the provisions of the Settlement Agreement or the NSR Royalty
Agreement without Richmont's consent.

7.6

All
of the representations and warranties set forth in section 7.1 shall survive the
execution of the OJV Agreement and shall remain true and correct throughout the
term of the OJV Agreement. The representations and warranties set forth in
section 7.2 shall survive the execution of the OJV Agreement for a period of
three years, other than the representation and warranty set forth in section
7.2(a), which shall survive indefinitely.

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8.

OTHER
PROVISIONS OF THE OJV AGREEMENT

8.1

The
OJV Agreement shall provide that upon completion of the Final Commitment, a
joint venture (the "Joint Venture") has been established with an
undivided 50% interest for Richmont and an undivided 50% interest for LKA.Both Parties will thereafter contribute to all costs and expenditures in
accordance with their respective Interests. The Parties will share the products
produced from the Property in kind or, upon election of both Parties, the
proceeds from the sale of such products in accordance with their respective
interests, and shall pay separately their federal and state (if any) income
taxes. The Colorado severance or production tax will be paid by the Joint
Venture prior to product or cash distribution to the Parties. Richmont shall
remain the Manager as long as its interest is not lower than 50% and it does not
default with respect to any material obligation required of it by the Joint
Venture.

8.2

The
OJV Agreement shall provide that any additional mineral deposit developed within
the Area of Interest will also be funded by both Parties in accordance with
their respective interests.

8.3

The
OJV Agreement shall provide that Richmont, in its capacity as Manager, shall be
entitled to determine to beneficiate all or any of the products produced from
the Property using the milling and processing facilities owned by it or its
affiliates so long as the overall economic case for beneficiating such products
at such facilities (including with respect to recovery rates and indirect costs
such as transportation) is competitive with the economic case for using any
alternative third party facilities. If products produced from the Property are
beneficiated using the milling and processing facilities owned by it or its
affiliates Richmont or its affiliate shall be entitled to charge the Joint
Venture a fee competitive with the fee an arm's length party would charge for
providing similar services.

8.4

The
OJV Agreement shall supersede this Letter Agreement, and shall include all
necessary or appropriate provisions that are commonly used in the mining
industry for option and joint venture agreements. These necessary or appropriate
provisions will be based upon the Rocky Mountain Mineral Law Foundation Form 5
Agreement as supplemented and modified by the express terms of this Letter
Agreement and will include, without restricting the generality of the foregoing:

(a)

the Committee's
governance provisions, including a dispute resolution mechanism;

(b)

a
detailed description of the Manager's rights and duties, including provisions
regarding preparation and adoption of programs and budgets and for reimbursement
to the Manager for its costs in accordance with industry practices, including
reimbursement for any costs for home office overhead, home office personnel
assigned directly to work on the Property and similar charges directly related
to the Property;

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(c)

a
clause of force majeure which shall, among other things, expressly allow the
extension of the Option Period and any Commitment Period under force majeure
circumstances and provide that Richmont's expenses during the force majeure
shall be calculated as Option Expenditures;

(d)

a dilution
mechanism reducing a Party's Interest if such Party elects not to fund its
proportionate share of costs and expenditures or to fund a lesser contribution;

(e)

a
clause whereby, upon the reduction of a Party's Interest to 15% or less, said
Party shall be deemed to have withdrawn from the OJV Agreement and shall further
be deemed to have assigned, conveyed and transferred its entire Interest to the
other Party (the "Royalty Payor"). Upon such deemed withdrawal, the
withdrawing Party (the "Royalty Holder") shall be entitled to receive a
ten percent (10.0%) Net Smelter Return royalty ("NSR") from the Property
(the "Royalty") to be calculated and paid as set out in Schedule "B", and
shall no longer have any other right as a Party under the OJV Agreement, nor any
right in and to the Property or its related Assets. The right of the Royalty
Holder to receive the NSR will be set out in a recordable royalty deed which
will be executed and delivered to the Royalty Holder by the Royalty Payor at the
time of withdrawal;

(f)

the indemnification
of the Manager by both Parties for its performance of activities, except in case
of gross negligence or willful misconduct on its part;

(g)

a
reciprocal right of first refusal for each Party applicable to any transfer of
Interest (and of the Royalty, if applicable), provided that a transfer by a
Party to an affiliate thereof shall not be subject to such right of first
refusal; and

(h)

provisions similar
to those set forth in Articles 5 and 6 above.

8.5

The
OJV Agreement shall include provisions determining an area of interest ("Area
of Interest") of five (5) miles of the outermost boundaries of the Claims
and any additional property interest acquired by either Party within this area
shall, at the option of the other Party, become part of the Property and subject
to the provisions of the OJV Agreement. The Parties may jointly elect to expand
this Area of Interest.

9.

EXPENSES

9.1

Subject to section 3.3(b), each Party hereby agrees to pay its
own and all its representatives' fees and expenses incurred in connection with
the preparation, negotiation, execution and delivery of this Letter Agreement,
the OJV Agreement and any other agreements or documents required to consummate
the Transaction.

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10.

CONFIDENTIALITY
AND PUBLICITY

10.1

The terms and conditions of this Letter Agreement and of the OJV
Agreement together with any other information concerning the Transaction and the
Property, which may be disclosed by any Party, its directors, officers,
employees, managers, consultants, agents or affiliates (collectively, a "Disclosing
Party") and received by any other Party, its directors, officers, employees,
managers, consultants, agents or affiliates (collectively, a "Recipient"),
shall be kept strictly confidential, except that either Party may disclose such
information to its bankers, lenders or potential assignees or transferees under
a written confidentiality agreement. Such obligation shall not apply to any such
information which:

(a)

is or becomes known
to the public generally through no wrongful act of a Recipient, its directors,
officers, employees, managers, agents or affiliates;

(b)

is
received by a Recipient from a third party who is not, to the best of a
Recipient's knowledge, under an obligation of confidentiality to the Disclosing
Party;

(c)

is approved for
release by written authorization of the Disclosing Party;

(d)

was in a
Recipient's possession prior to the time of disclosure hereunder; or

(e)

is
required to be disclosed by applicable law or order of a court of competent
jurisdiction or a recognized stock exchange or government department or agency,
provided that, where possible, the Party making the disclosure hereunder, give
reasonable prior notice of such disclosure to the other Parties.

10.2

The
provisions set forth in section 10.1 shall be binding and shall take effect from
the date of execution and delivery of the Original Letter Agreement by LKA and
shall be terminated and cease to have any further force or effect one (1) year
following (i) the exercise or the termination of the Option, or (ii) following
the termination of this Letter Agreement in the event the Parties fail to
conclude the OJV Agreement.

10.3

Public announcements or reports (including press releases) by a Party of any
information relating to this Letter Agreement, the Transaction and the Property
(whether given to a stock exchange or otherwise) shall be made on the basis of
agreed texts approved in good faith in advance of issuance by the other Party,
such approval not to be unreasonably withheld. Each Party (the "Reporting
Party") accordingly agrees with the other Party that it will, in advance of
reporting to a stock exchange or otherwise, advise the other Party of the text
of the proposed report and provide the other Party with the opportunity to make,
acting reasonably, comment upon and changes to the form and content thereof
before the same is issued. Such comments or changes, as the case may be, shall
be communicated to the Reporting Party within a reasonable time having due
regard to the urgency of the announcement but, in any event, not later than 24
hours after its communication to the other Party.

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11.

DISPUTE
RESOLUTION

11.1

The
Parties hereby agree that any dispute arising under or in connection with this
Letter Agreement (a "Dispute") shall be subject to the informal Dispute
resolution procedure set forth in this Section 11.1 and, if not resolved
pursuant to this Section 11.1, shall be finally settled pursuant to the
remaining provisions of this Article 11. The Party asserting the existence of a
Dispute as to the interpretation of any provision of this Letter Agreement or
the performance by the other Party of any of its obligations hereunder shall
notify the other Party in writing of the nature of the asserted Dispute,
including a reasonable summary thereof. Within seven business days after receipt
of such notice, Martin Rivard (for Richmont) and Kye Abraham (for LKA), or their
designated successors, shall arrange for a personal or telephone conference in
which they use good faith efforts to resolve such Dispute. If those individuals
are unable to resolve the Dispute within the timeframes outlined in this Section
11.1 (the "Notice Period"), either Party may notify the other that it is
submitting the Dispute to arbitration; provided, however, that the Parties agree
that any statement made as to the subject matter of the Dispute in any of the
conferences referred to in this Section 11.1 shall not be used in any
arbitration proceedings.

11.2

If
a Dispute has not been resolved between the Parties during the Notice Period,
then the Dispute shall be settled by final and binding arbitration conducted
expeditiously in accordance with the AAA Commercial Arbitration Rules, and the
Optional Rules for Emergency Measures of Protection, as then in effect (the
"Rules"). In the event of a conflict between this Section 11 and the Rules, this
Section 11 shall govern. The attorney-client and work product privileges will be
honored in the arbitration as though the case was being determined in a Colorado
court.

11.3

The
arbitration shall be conducted before a panel of three independent arbitrators.
Each Party shall appoint an arbitrator familiar with both the mining industry
and earn-in arrangements of the nature contemplated by this Letter Agreement,
within 10 days following the submission of the Dispute to arbitration as
described in Section 11.1. The two arbitrators thus appointed shall select a
third arbitrator. If they cannot agree upon such third arbitrator within a
period of 10 days, the third arbitrator will be selected by AAA from the Large
Complex Commercial Dispute Panel pursuant to Rule R-13 and shall possess an
expertise in the subject matter of the Dispute. The Parties may elect by written
agreement to conduct any arbitration before a single arbitrator.

11.4

The
arbitration and the Parties' rights of appeal shall be governed by the Colorado
Uniform Arbitration Act, Colo. Rev. Stat. §§ 13-22-201 to -228, and judgment
upon the award rendered by the arbitrators may be entered by any court having
jurisdiction. The place of arbitration shall be Denver, Colorado. The
arbitrators shall determine the merits of the Dispute and render their final
award in accordance with the substantive law of the State of Colorado exclusive
of its conflict of law rules. The limitations on any actions will be determined
under Colorado law.

11.5

The arbitrators shall permit and facilitate such discovery as
they determine is appropriate in the circumstances, taking into account the
needs of the Parties and the desirability of making discovery expeditious and
cost-effective. Such discovery may include prehearing depositions, particularly
depositions of witnesses who will not appear personally to testify, if there is
a demonstrated need for such depositions. The arbitrators may issue orders to
protect the confidentiality of proprietary information, trade secrets and other
sensitive information disclosed in discovery.

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11.6

The following rules
shall apply to the arbitration hearing:

(a)

Time limitations and schedules. The proceedings shall be conducted in an
expeditious manner and, to the extent possible, with the goal of having the
final award rendered within three months after the selection of the arbitrators
has been completed. The panel is empowered to impose time limitations it
considers reasonable for each phase of the proceeding.

(b)

Management of proceedings. The arbitrators shall actively manage the proceedings
as they deem best so as to make the proceedings fair, expeditious, economical,
and less burdensome than litigation. To provide for speed and efficiency, the
arbitrators may:

(i)

Limit issues so as
to focus on the core of the Claim;

(ii)

Limit the time
allotted to each Party for presentation of its case and any rebuttal; and,

(iii)

Exclude testimony
and other evidence he deems irrelevant or cumulative.

11.7

The arbitrators shall have authority to award any remedy or
relief that a court of the State of Colorado could order or grant. In making
monetary awards, the arbitrators are empowered to award only compensatory
damages. Each Party hereby irrevocably waives any damages in excess of
compensatory damages, including a waiver of any punitive or multiple damages.
The arbitrators may, in their discretion, grant pre-award interest, and if so,
such interest may be at commercial rates during the relevant periods. The
arbitrators may, in the course of proceedings, order any provisional remedy or
conservatory measure, including but not limited to attachment, specific
performance, preliminary injunction or the deposit of specified security, which
they consider to be necessary, just and equitable. The failure of a Party to
comply with such an interim order, after due notice and opportunity to cure such
noncompliance, may be treated by the arbitrators as a default and all or some of
the claims or defenses of the defaulting Party may be stricken and partial or
final award entered against such Party, or the arbitrators may award such lesser
sanctions as they deem appropriate. A request for interim or provisional relief
to a court shall not be deemed incompatible with the agreement to arbitrate or
as a waiver of that agreement.

11.8

Prior to rendering their final award, the arbitrators shall submit to the
Parties an unsigned draft of the proposed award (exclusive of any award of costs
and attorneys fees) and each Party within three business days after receipt of
such draft award, may serve on the other Party to the arbitration and file with
the arbitrators: (a) a written statement outlining any claimed errors of fact,
law computation or otherwise; and (b) a certification by the Party's counsel of
the costs and attorneys' fees directly expended in the arbitration. Within three
business days after receipt of the written statement of each Party to the
arbitration, the arbitrators shall render their final award. The award shall
briefly state the reasoning on which it rests.

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11.9

In
the final award, the arbitrators are authorized and encouraged to award, as the
arbitrators deem fair and just, to the Party deemed by the arbitrators to be the
prevailing Party, that Party's costs and attorneys' fees provided that such
award of costs and fees may not exceed the amount of costs and fees incurred by
the losing Party in the arbitration.

11.10

All deadlines
specified in this Section 11 may be extended by mutual written agreement of the
Parties.

11.11

Each Party is
required to continue to perform its obligations under this Letter Agreement
pending final resolution of any Dispute.

11.12

The
procedures specified in this Section 11 will be the sole and exclusive
procedures for the resolution of Disputes between the Parties arising out of or
relating to this Agreement; provided, however, that, prior to the
appointment of the arbitrators, a Party may seek a preliminary injunction or
other preliminary judicial relief in the state or federal courts of the State of
Colorado if in the judgment of that Party such action is necessary to avoid
irreparable damage or to preserve the status quo. Despite the initiation of any
such judicial proceedings, the Parties will continue to participate in good
faith in the procedures specified in this Section 11.

12.

GENERAL
PROVISIONS

12.1

This Letter Agreement shall inure to the benefit of and be
binding upon the respective successors and permitted assigns of the Parties.
Neither Party shall assign its rights or delegate its obligations hereunder
voluntarily or by operation of law, without the prior written consent of the
other Party except that Richmont shall be entitled to assign its rights and
delegate its obligations hereunder to a wholly-owned subsidiary of Richmont.

12.2

No modification or
amendment to this Letter Agreement shall be valid unless made in writing and
duly executed by the Parties.

12.3

This Letter Agreement contains the entire understanding of the Parties and
supersedes all prior agreements and understandings between the Parties relating
to the subject matter hereof.

12.4

All monetary
amounts expressed in dollars in this Agreement shall be determined and payable
in United States currency, unless otherwise expressly provided.

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12.5

This Letter Agreement is made under and shall be governed by and
construed in accordance with the laws of the State of Colorado and the laws of
USA applicable therein.

12.6

If any term, part or provision of this Letter Agreement is
declared unenforceable, illegal, or in conflict with any laws to which this
Letter Agreement and the Transaction are subject, such term, part or provision
shall be considered severed from this Letter Agreement, the remaining portions
thereof shall not be affected and this Letter Agreement shall be construed and
enforced as if it did not contain that term, part or provision.

12.7

This Letter Agreement shall not be recorded, but LKA shall promptly following
its execution and deliveryby LKA prepare and file or record a memorandum
of this Letter Agreement executed by LKA and Richmont, which memorandum will be
limited to such information as is deemed necessary by Richmont to protect its
rights under this Letter Agreement.

Please confirm your acceptance of the
foregoing by executing and delivering this Letter Agreement by return facsimile,
original to be couriered to Richmont's offices, at the following address:

Richmont Mines Inc. 
110 Avenue Principale 
Rouyn-Noranda, Quebec 
J9K 4P2 
Telephone: 819-797-2465 
Fax: 819 797-0166

Attention: President



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