EXHIBIT 10.5

            THIS AGREEMENT dated effective the 7th day of July 2002,

BETWEEN:



            HINTON  SYNDICATE,  a syndicate  formed by Richard Ewing  ("Ewing"),
            James Smith  ("Smith") and Robert  Wagner  ("Wagner") to acquire and
            explore  mineral  claims in the Yukon  Territory  (Ewing,  Smith and
            Wagner are hereinafter collectively referred to as "Hinton")

                                     - and -

            YUKON GOLD CORP.,  a  corporation  formed  pursuant to
            the laws of Ontario ("Yukon Gold")

AND REFERENCED AS THE:

                           HINTON/YUKON GOLD AGREEMENT

WITNESSETH THAT:

            WHEREAS Hinton owns certain  unpatented,  mineral properties located
in the area of Mt.  Hinton in the Mayo Mining  District of the Yukon  Territory,
which mineral properties are more particularly described in Schedule A, attached
hereto, and are hereinafter collectively referred to as the "Property";

            AND WHEREAS  Smith has assigned a portion of his interest to another
party the  details of which and the  percentage  interest  held by each party is
described in Schedule C attached hereto;

            AND  WHEREAS  Hinton  has  agreed  that  Yukon  Gold may  acquire an
interest in the Property,  subject to the terms of this written  agreement  (the
"Agreement");

            NOW, THEREFORE,  the parties hereby do evidence their agreement with
respect to the  Property as follows,  in  consideration  of the premises and the
mutual covenants hereinafter set out.

1.    REPRESENTATIONS AND WARRANTIES

1.1   YUKON GOLD'S REPRESENTATIONS AND WARRANTIES

            Yukon Gold hereby represents and warrants to Hinton that:

      (a)   it is a company duly incorporated  under the laws of the Province of
            Ontario,  and it is duly organized and validly subsisting under such
            laws and is qualified to carry on business in the Yukon Territory;

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      (b)   it has the power and  capacity to carry on its business and to enter
            into this  Agreement and any agreement or instrument  referred to or
            contemplated  by this  Agreement and to carry out and perform all of
            its obligations and duties hereunder and thereunder;

      (c)   it has duly obtained all necessary corporate  authorizations for the
            execution,  delivery  and  performance  of this  Agreement  and such
            execution,  delivery and  performance  and the  consummation  of the
            transactions  herein contemplated will not contravene any applicable
            laws and will not  conflict  with or  result  in any  breach  of any
            covenants or agreements contained in, or constitute a default under,
            or result in the creation of any  encumbrance,  lien or charge under
            the provisions of its constating  documents or any  shareholders' or
            directors'   resolution  or  any   indenture,   agreement  or  other
            instrument whatsoever to which it is a party or by which it is bound
            or to which it or the Property may be subject; and

      (d)   this  Agreement  has been duly  executed and  delivered by it and is
            valid and binding upon it in accordance with its terms.

1.2   HINTON'S REPRESENTATIONS AND WARRANTIES

            Each of Ewing, Smith and Wagner, on his own behalf and not on behalf
of any of the others, hereby represents and warrants to Yukon Gold that:

      (a)   he has the right,  power,  authority and capacity to enter into this
            Agreement   and  any   agreement  or   instrument   referred  to  or
            contemplated  by this  Agreement and to carry out and perform all of
            his obligations and duties hereunder and thereunder;

      (b)   this  Agreement  has been duly  executed and delivered by him and is
            valid and binding upon him in accordance with its terms;

      (c)   (i)   Ewing and Wagner are the beneficial and recorded or registered
                  owners  of a 100%  right,  title  and  interest  in and to the
                  mineral  properties  comprising the Property and no person has
                  any  proprietary or possessory  interest in the Property other
                  than Ewing, Smith and Wagner, and

            (ii)  no person has any  entitlement to any royalty or other payment
                  in the nature of rent or royalty  on any  minerals,  metals or
                  concentrates  or any  other  such  products  removed  from the
                  Property, except as shown in Schedule A, attached hereto;

      (d)   the  Property is properly  and  accurately  described in Schedule A,
            attached hereto,  and, each of the unpatented claims embraced within
            the  Property  (the  "Claims")  (A) has been  properly  located  and
            recorded in the Yukon  Territory and (B) is in good  standing  under
            all applicable laws and  regulations  with respect to the incurrence
            of any  expenditures and the payment of any monies or taxes and will
            remain  so  until  at least  the  date  set out as the  expiry  date
            opposite each claim on Schedule A;

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                                      -3-

      (e)   the   Property  is  free  and  clear  of  all  liens,   charges  and
            encumbrances, recorded or, to the best of his information, knowledge
            and belief, unrecorded;

      (f)   there  are no  outstanding  or,  to  the  best  of his  information,
            knowledge and belief,  proposed,  threatened or contemplated actions
            or suits  which,  if  successful,  would or could  affect the market
            value or ownership of the Property or any portion thereof;

      (g)   he is not a non-resident of Canada for the purpose of section 116 of
            the Income Tax Act (Canada);

      (h)   conditions  on and relating to the Property are in  compliance  with
            all   applicable   laws,   regulations   and  orders   relating   to
            environmental matters, including, but not limited to, waste disposal
            and storage;

      (h)   there are no outstanding work orders or actions required to be taken
            relating  to the  condition  of  the  Property,  or  any  operations
            thereon, as of the date hereof;

      (j)   Hinton  has made  available  to Yukon  Gold all  information  in its
            possession  or control  relating to work done on or with  respect to
            the Property;



1.3   DURATION AND EFFECT OF REPRESENTATIONS AND WARRANTIES

      (a)   Ewing,  Smith and Wagner each  acknowledge and agree that Yukon Gold
            is entering into this Agreement relying upon the representations and
            warranties  made to it  herein  and  the  correctness  of each  such
            representation  and warranty is a condition upon which Yukon Gold is
            entering into this Agreement, each of which conditions may be waived
            in  whole   or  in  part   solely   by  Yukon   Gold  and  all  such
            representations and warranties shall survive the execution, delivery
            and termination of this  Agreement,  the acquisition of any interest
            in the Property by a party and the  commencement  and  completion of
            any of the transactions contemplated herein.

      (b)   Yukon Gold acknowledges and agrees that Ewing,  Smith and Wagner are
            each entering into this Agreement  relying upon the  representations
            and warranties  made to them herein and the correctness of each such
            representation and warranty is a condition upon which each of Ewing,
            Smith and  Wagner is  entering  into this  Agreement,  each of which
            conditions may be waived in whole or in part solely by an instrument
            in  writing  signed by each of Ewing,  Smith and Wagner and all such
            representations and warranties shall survive the execution, delivery
            and termination of this  Agreement,  the acquisition of any interest
            in the Property by a party and the  commencement  and  completion of
            any of the transactions contemplated herein.

      (c)   Ewing,  Smith  and  Wagner  each  jointly  and  severally  agree  to
            indemnify  and hold  harmless  Yukon Gold from all claims,  actions,
            damages and losses arising out of or in connection  with a breach of

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                                      -4-

            any  representation  or  warranty  made by Ewing,  Smith and  Wagner
            contained herein.

      (d)   Yukon Gold  agrees to  indemnify  and hold  harmless  each of Ewing,
            Smith and  Wagner  from all  claims,  actions,  damages  and  losses
            arising out of or in connection with a breach of any  representation
            or warranty made by Yukon Gold contained herein.

2.    OPTION

2.1   GRANT OF OPTION

            Hinton hereby grants to Yukon Gold the sole and exclusive  right and
option to acquire up to an undivided 75% (the "Earned  Interest")  right,  title
and interest in and to the Property (the "Option") in accordance  with the terms
of this Agreement.

2.2   TERMS OF OPTION

            To exercise  the Option and  thereby  earn an  undivided  75% right,
title and  interest  in and to the  Property,  Yukon Gold shall  incur  costs in
respect of the  Property  and its  exploration  and  development  ("Costs"),  or
related  thereto,  aggregating  $5,600,000,  in  accordance  with the  following
schedule:

      PROPERTY PAYMENTS

            a.    On execution of this Agreement                 $ 25,000
            b.    On the first anniversary of this Agreement     $ 75,000
            c.    On the second anniversary of this Agreement    $150,000
            d.    On the third anniversary of this Agreement     $150,000
            e.    On the fourth anniversary of this Agreement    $200,000

                                            TOTAL                $600,000

      WORK PROGRAM

            a.    During 2002                                   $ 150,000
            b.    During 2003                                   $ 250,000
            c.    During 2004                                   $ 325,000
            d.    During 2005                                  $1,500,000
            e.    During 2006                                  $2,750,000

                                            TOTAL              $5,000,000


      EARNED INTEREST

      Yukon Gold shall have earned a:
      25% interest upon the Work Program expenditures of $1,500,000
      50% interest upon the Work Program expenditures of $2,500,000
      75% interest upon the Work Program expenditures of $5,000,000

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provided,  however  that:  (a) funding for each  calendar  year Work  Program is
available  by July 7 in 2004 and by May 15 of the  following  calendar  years in
which the expenditure is to be incurred;  (b) Costs shall be deemed to have been
incurred  when Yukon  Gold has  contractually  obligated  itself to pay for such
Costs or such Costs have been paid,  whichever  should  first  occur;  (c) Costs
incurred in a particular period that exceed the Costs required to be incurred in
order to maintain the Option in good  standing  beyond such period (the "Prepaid
Costs")  shall be credited  as Costs  incurred  in the next  subsequent  period,
provided  that Yukon  Gold may,  at any time,  increase  its  Prepaid  Costs and
accelerate  its interest  earned;  (d) that in  calculating  the amount of Costs
incurred,  Yukon Gold shall be entitled to include therein an overhead fee which
shall equal 10% of the first $250,000 and 5% for additional  Costs over $250,000
incurred in the exploration and development of the Property,  or related thereto
(other than general corporate  overhead costs); and (e) each of Ewing, Smith and
Wagner may, subject to receipt of all necessary regulatory approvals,  by notice
to Yukon Gold, elect to receive their pro-rata portion of the Property  Payments
in  respect  of a  particular  year in  common  shares  of  Yukon  Gold  (or its
successor)  issued at a price equal to 10% less than the market  price as of the
date of receipt by Yukon Gold of the notice given hereunder.

            Costs shall include cost of work on the Property to accomplish  site
work,  such  as  labour,  materials,   consultants,  workers  on  the  Property,
sub-contracts, room and board for site personnel, but shall exclude travel costs
to the Yukon,  costs of non-working  visiting  consultants and public relations.
The initial proposed work programme will be submitted for approval by Yukon Gold
to Hinton prior to the execution of this Agreement.

2.3   TITLE

(a)      The parties hereto  acknowledge  that title to the Property has been
            transferred  to Yukon  Gold and that  additional  claims  have  been
            included  in the  Property  in  accordance  with  Article  5.4.  The
            Property now consists of the claims set out in Schedule A1.

(b)       Subject to the  foregoing,  each of the parties shall be entitled to
            record and register evidence of its right, title and interest in and
            to the Property or any portion thereof, at any time and from time to
            time,  and each party  agrees to execute and  deliver all  necessary
            documents to facilitate such recordings and registrations.

2.4      DEFAULT AND TERMINATION

      (a)   All costs specified in section 2.2 hereof may or may not be incurred
            by Yukon Gold, at its option and in its sole discretion.  Subject to
            section  2.4(d),  should  Yukon  Gold fail to incur any of the costs
            specified in section 2.2 within the specified corresponding periods,
            this Agreement shall terminate.

      (b)   This Agreement may be terminated by Yukon Gold, at any time by Yukon
            Gold giving notice to Hinton to that effect and, in such event,  the
            termination  shall be  effective on the date such notice is received
            by Hinton.

      (c)   Should this  Agreement be terminated  pursuant to the  provisions of
            this section 2.4: (xxxv) Yukon Gold shall retain the right, title or
            interest in or to the Earned  Interest  held by Yukon gold as of the
            date  of  termination,  provided  that  if when  this  Agreement  is

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            terminated Yukon Gold holds a 50% right, title and interest in or to
            the  Property,  Yukon Gold's Earned  Interest in the Property  shall
            automatically  be reduced to 45%;  (xxxvi) Yukon Gold shall cause to
            be executed,  within 60 days of such termination,  any documentation
            reasonably  requested by Hinton in order to evidence the  forfeiture
            of its  unearned  right,  title and  interest in and to the Property
            and, if applicable,  to retransfer the Property to Hinton to be held
            in  accordance  with  Section  2.3 (a);  (xxxvii)  Yukon  Gold shall
            advance   sufficient   funds  to  governmental   authorities,   file
            sufficient  work for  assessment  work  credit  and  take all  other
            reasonable steps to ensure that the Property is in good standing for
            a period of at least 1 year following the date of such  termination;
            (xxxviii)  Yukon Gold shall  ensure  that the  Property  is free and
            clear  of all  liens,  charges  and  encumbrances  arising  from its
            activities hereunder; and (xxxix) Yukon Gold shall have the right to
            remove  from  the  Property  all  machinery,  equipment,  buildings,
            structures, supplies and other property placed thereon by Yukon Gold
            or its agents  within a period of twelve (12) months  following  the
            date of such termination,  provided,  however, that Yukon Gold shall
            remove  any such  property  at  Yukon  Gold's  cost if  specifically
            requested by Hinton within such twelve (12) month period.

      (d)   In the event Yukon Gold: (xli) holds at least a 25% right, title and
            interest in the  Property;  (xlii) is unable to meet its next year's
            payments  and  expenditures  as set  out  in  section  2.2  of  this
            Agreement;  and (xliii) has not previously  extended its obligations
            under section 2.2 of the Agreement  pursuant to this section 2.4(d),
            Yukon Gold may postpone  each of the remaining  years'  payments set
            out in  section  2.2 of this  Agreement  by a period  of time not to
            exceed one year by giving notice to Hinton to such effect.

2.5   EXCLUSION OF CLAIMS

            (a)   During the Option  Period,  should  Yukon Gold wish to abandon
                  or, with  respect to a Claim,  held by Hinton or Yukon Gold in
                  trust pursuant to section 2.3(a),  exclude from the definition
                  of Property  any of the Claims,  then  comprising  part of the
                  Property (the "Abandoned Property"),  the following provisions
                  shall  apply.  Yukon Gold shall give  Hinton 30 days notice of
                  its  intention to abandon or exclude such  property and Hinton
                  may thereafter  give notice to Yukon Gold electing to have all
                  of  Yukon  Gold's  right,  title  and  interest  in and to the
                  Abandoned Property  transferred to it. Should Hinton give such
                  notice to Yukon Gold, Yukon Gold shall forthwith  execute,  at
                  its cost, any  documentation  necessary to transfer all of its
                  right,  title and interest in and to the Abandoned Property to
                  Hinton and Yukon Gold shall take such action as is  reasonably
                  necessary,  at its cost, to ensure that the Abandoned Property
                  will remain in good  standing  for a period of at least 1 year
                  from the date of Yukon  Gold's  notice.  If Hinton does not so
                  elect or fails to respond to Yukon Gold's  notice  within such
                  30 day  period,  then  Yukon Gold may  abandon or exclude  the
                  Abandoned Property.

            (b)   Subsequent  to the  abandonment,  transfer or  exclusion of an
                  Abandoned  Property,  or  interest  therein,  pursuant to this
                  section 2.5, the  definition  of Property  hereunder  shall no
                  longer  include the  Abandoned  Property  and Yukon Gold shall

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                                      -7-

                  have no further  obligations or responsibilities in respect of
                  the  Abandoned  Property,  except  for those  obligations  and
                  responsibilities  in respect of environmental laws and arising
                  in respect of operations conducted by Yukon Gold prior to such
                  abandonment,  transfer or  exclusion  irrespective  of whether
                  costs in  respect  of such  obligations  and  responsibilities
                  accrued  before  or  after  such   abandonment,   transfer  or
                  exclusion.

2.6   OPTION PERIOD RIGHTS AND OBLIGATIONS

            (a)   During the Option Period:  (xlix) Yukon Gold shall perform and
                  file assessment work necessary to maintain, and otherwise keep
                  the Property in good standing,  provided  however,  that Yukon
                  Gold shall file all drilling and other qualified  expenditures
                  for  assessment  work credit even if not necessary to keep the
                  Property in good standing; (l) Yukon Gold shall be entitled to
                  all income and other tax  deductions,  allowances and credits,
                  and  to all  incentive  grants  or  other  benefits  available
                  pursuant  to   exploration   incentive   programs  or  similar
                  programs,  insofar  as  such  work,  deductions,   allowances,
                  credits,  grants and  benefits  relate to the  Property;  (li)
                  Yukon  Gold  shall  have  the   exclusive   right  to  conduct
                  exploration  and  development  work on the  Property  with the
                  right to remove  mineral  samples  therefrom,  including  bulk
                  mineral samples,  for the purpose of assays and tests provided
                  that any excess  revenue from the  disposition of such samples
                  shall be shared by Hinton as to 25% and Yukon  Gold as to 75%;
                  (lii)Yukon  Gold  shall  have the  right to  erect,  bring and
                  install all such buildings,  machinery, equipment and supplies
                  on the Property as Yukon Gold shall deem necessary and proper;
                  and (liii) all work done by Yukon Gold on the  Property  shall
                  be  done  in  accordance  with  good  mining  practice  and in
                  compliance with the applicable laws of the Yukon Territory.

            (b)   During the Option Period: (lv) Hinton shall have access to the
                  Property  and to the records of Yukon  Gold,  at its sole risk
                  and expense,  to review work being carried out on the Property
                  or to review  results  obtained  from work  carried out on the
                  Property,   as  the  case  may  be,  provided  however,   that
                  reasonable  notice  is given and that  such  access  shall not
                  unduly interfere with or disrupt the activities of Yukon Gold;
                  (lvi)  Ewing,  Smith and Wagner shall be entitled to carry out
                  any work  required  on the  Property  if the  price  for their
                  proposed work is  competitive  to that typical in the industry
                  for  work  done on  properties  substantially  the same as the
                  Property;  (lvii)  Equipment  work  provided by Ewing is to be
                  based on Third  Party  Equipment  Rental  Rates  for the Yukon
                  Territory  Government,  with allowance for off-road work (i.e.
                  mountain)  and  this  entitlement  shall  continue  after  the
                  formation  of the joint  venture;  (lviii)  Yukon  Gold  shall
                  provide Hinton with monthly  reports  indicating the status of
                  work being  conducted on the Property,  along with an estimate
                  of the costs incurred  during such month,  provided,  however,
                  that such reports  shall not be required  during those periods
                  in which  there is no work being  conducted  in respect of the
                  Property;  and (lix)  Yukon Gold  shall  provide  Hinton  with
                  annual  reports  disclosing  any  significant  technical  data
                  learned or obtained in connection  with work in respect of the
                  Property,  as well as a  breakdown  of the costs  incurred  in
                  carrying out such work, provided, however, that annual reports
                  shall be provided  in respect of a calendar  year on or before
                  the  first  day of April  following  the end of such  calendar
                  year.

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                                      -8-

            (c)   Yukon Gold shall  indemnify  and save  harmless each of Ewing,
                  Smith and Wagner from and against all suits, claims,  demands,
                  losses and  expenses  which they may each  suffer by reason of
                  any act or thing done or omitted to be done  during the Option
                  Period  by or on  behalf  of  Yukon  Gold in  relation  to its
                  exploration  and  development   operations  on  the  Property,
                  including any  consequences  arising from the  non-payment  of
                  workmen and wage earners  employed by it or its contractors on
                  or in  connection  with the Property or suppliers of materials
                  purchased in connection  therewith.  During the Option Period,
                  Yukon Gold shall keep the Property free from claims for liens,
                  charges and encumbrances  and, in the event of a lien,  charge
                  or encumbrance  being recorded,  it will on this fact becoming
                  known to it  forthwith  take  proceedings  to have such  lien,
                  charge or encumbrance removed as soon as possible.  Yukon Gold
                  may,  however,  dispute and contest any suit,  claim,  demand,
                  loss or  expense  which  forms the basis of a  recorded  lien,
                  charge or encumbrance.

2.7   EXERCISE OF OPTION

            (a)   If Yukon Gold should incur payments in respect of the Property
                  and  exploration  and  development  costs thereon  aggregating
                  $5,600,000,  in accordance  with section 2.2, Yukon Gold shall
                  have  exercised the Option and thereby earned an undivided 75%
                  right,  title and interest in and to the Property.  Yukon Gold
                  may thereupon  give notice to Hinton that it has exercised the
                  Option. Yukon Gold and Hinton shall be deemed to have formed a
                  joint   venture   (the  "Joint   Venture")   for  the  further
                  exploration  and  development of the Property,  which shall be
                  governed by Article 3 of this  Agreement  upon the exercise of
                  the Option.

            (b)   Yukon  Gold  Shall  be  entitled,  at any  time  prior  to the
                  formation of the Joint  Venture,  to put forward a proposal to
                  put the Property  into  production (a  "Production  Decision")
                  provided  (lxiv) such  Production  Decision is  supported by a
                  feasibility  study  prepared by an independent  engineer;  and
                  (lxv) the operation of the portion of the Property  covered by
                  the  Production  Decision shall continue as a Joint Venture as
                  set out in  section  3; and  (lxvi)  Yukon  Gold  shall not be
                  relieved  of  continuing  to incur  Costs in  accordance  with
                  section 2.2 with Work  Programs  being carried out on areas of
                  the Property that are not included in the Production Decision;
                  and (lxvii) Yukon Gold and Hinton shall share costs and income
                  from productions as to 75% Yukon Gold and 25% Hinton.

                  Provided  Hinton  may  elect  not to  contribute  to the costs
                  related to the Production Decision and Hinton shall not suffer
                  and dilution subject to:

                  (i)   Yukon Gold shall be entitled to apply the costs incurred
                        on  Hinton's  behalf to the  balance of any amount it is
                        required to spend on Work Programs in section 2.2; OR

                  (ii)  Hinton may elect to allow Yukon Gold to recover  150% of
                        the cost funded on Hinton's  behalf from the  production
                        revenue  before  Hinton is entitled to receive its share

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                                      -9-

                        of production  revenue and Yukon Gold shall  continue to
                        incur the Work Program costs in accordance  with section
                        2.2.

                  (iii) Once  Yukon  Gold has  paid or  incurred  all the  Costs
                        Hinton  shall  be  subject  to  all  of  the  terms  and
                        conditions of section 3.

            (c)   Upon the Joint Venture  being  formed,  each party shall have,
                  subject  to the  terms of this  Agreement  and its  respective
                  undivided  right,  title and  interest in and to the  Property
                  (the  "Participating  Interest"),  the right to participate in
                  the Joint  Venture and the  corresponding  obligation  to fund
                  further  exploration  and  development  of the  Property.  The
                  Participating  Interests,  at the time of the formation of the
                  Joint Venture, shall be:

                      Yukon Gold        75%, and
                      Hinton            25%,

                  provided,  however,  that should  Yukon Gold incur and pay for
                  costs in  respect of the Work  Programs  on the  Property,  or
                  related thereto,  prior to the formation of the Joint Venture,
                  in excess of  $5,000,000,  then Yukon Gold may give  notice to
                  Hinton to such effect  prior to or upon the  formation  of the
                  Joint  Venture  and,  upon  receipt of such  notice by Hinton,
                  Yukon Gold's deemed costs  pursuant to section 3.4(d) shall be
                  equal to Yukon Gold's  incurred  costs and,  within 90 days of
                  Hinton's  receipt of such  notice,  Hinton  shall  provide the
                  funds  required  (the  "Required  Funds")  so that  when:  the
                  Required  Funds are added to its deemed costs of $1,666,666 as
                  set forth in section 3.4(d) (such result hereinafter  referred
                  to as the  "Total"),  the  Total  is  divided  by the  product
                  obtained  when Yukon Gold's  deemed costs  pursuant to section
                  2.7(a)  are  divided by 0.75 (such  result  hereinafter  being
                  referred to as the "Total Division") and the Total Division is
                  expressed as a percentage (such result hereinafter referred to
                  as the "Resulting  Percentage"),  the Resulting  Percentage is
                  25% and, in such event,  Hinton's  deemed costs shall be equal
                  to the product  obtained when the Required  Funds are added to
                  $1,666,666;  otherwise  Hinton shall be subject to dilution in
                  accordance with the provisions of section 3.4(d).

3.    THE JOINT VENTURE

3.1   JOINT VENTURE RELATIONSHIP

            Except as provided in this  Agreement,  the parties  shall share all
benefits,  costs, expenses,  liabilities and obligations in respect of the Joint
Venture severally in proportion to their respective  Participating  Interests at
the time that such benefits,  costs, expenses,  liabilities and obligations were
earned,  received or  incurred,  as the case may be. The parties  agree that the
relationship  between them shall be governed  solely by the  provisions  of this
Agreement.

3.2   JOINT VENTURE COMMITTEE

            (a)   Upon formation of the Joint Venture, a joint venture committee
                  shall   be   forthwith    established    consisting   of   one
                  representative  of each of Yukon Gold and Hinton  (the  "Joint
                  Venture  Committee").  Each of the parties shall also nominate
                  an alternate representative to the Joint Venture Committee who

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                                      -10-

                  shall   represent   it  in  the   absence   of  an   appointed
                  representative.  Either of the  parties may give notice to the
                  other  party and  replace  any of its  representatives  to the
                  Joint  Venture   Committee,   from  time  to  time,  and  such
                  replacement  shall  be  effective  on the  date of such  other
                  party's receipt of such notice.

            (b)   The Joint Venture Committee shall be responsible for approving
                  work plans and budgets  (the "Work Plans" and  "Budgets")  and
                  shall  determine  the general  policies  and  direction  to be
                  adopted by the  operator  (the  "Operator")  in the conduct of
                  operations  in  respect  to the  Property.  Each Work Plan and
                  Budget  shall be prepared in respect of a period of time which
                  is equal to or less than one year,  shall  contain an itemized
                  projection  of  costs to be  incurred  thereunder,  and  shall
                  detail the  nature of the work to be  performed  thereby,  the
                  expected schedule of  implementation  thereof and the expected
                  schedule  of  payments  thereunder.   The  Operator  shall  be
                  entitled to submit,  and the Joint Venture  Committee shall be
                  entitled  to  approve,  phased Work Plans and Budgets in which
                  the  implementation  of  successive  phases shall be dependent
                  upon the results of previous phases.

            (c)   The Joint Venture Committee shall meet on 20 days notice given
                  by the Operator and on 30 days notice given by the party which
                  is not the Operator (the "Non-Operator") and the Joint Venture
                  Committee  shall meet at least once in each calendar year. Any
                  notice in respect of such meeting  shall  include an agenda of
                  items to be  discussed  at the  meeting.  Upon receipt of such
                  notice, a party may give notice to the other party of items to
                  be added to the agenda,  provided,  however,  that an item may
                  not be added to the  agenda,  unless  such  notice to add such
                  item is  given  on or  before  the  tenth  day  prior  to such
                  meeting. Except by a unanimous vote of both parties, the Joint
                  Venture  Committee  shall not decide upon matters at a meeting
                  not included in the agenda for such meeting.

            (d)   Decisions of the Joint Venture  Committee shall be by majority
                  vote. Each party's  representative shall be entitled to a vote
                  equal to the  percentage  Participating  Interest held by such
                  party.  In the event of a deadlocked  vote, the Operator shall
                  cast a deciding vote.

3.3   OPERATOR

            (a)   Yukon  Gold  shall  be  the  Operator  of  the  Property  upon
                  formation of the Joint  Venture.  After Yukon Gold has had its
                  full opportunity to earn the 75% interest, if the Non-Operator
                  holds a greater  Participating  Interest than the Operator, it
                  shall be entitled to give notice to the  Operator  and replace
                  the Operator,  provided,  however, that such replacement shall
                  not be effective  until the 30th day  following the receipt of
                  such notice by the Operator.

            (b)   The Operator shall have exclusive charge of all operations and
                  shall conduct such  operations  in accordance  with Work Plans
                  and Budgets approved by the Joint Venture Committee,  provided
                  that  Ewing,  Smith and Wagner  shall be entitled to carry out
                  any work  required  on the  Property  if the  price  for their
                  proposed work is  competitive  to that typical in the industry

<PAGE>
                                      -11-

                  for  work  done on  properties  substantially  the same as the
                  Property.  All work done by the Operator on the Property shall
                  be  done  in  accordance  with  good  mining  practice  and in
                  compliance with all applicable laws and regulations.

            (c)   (i)   The  Operator  shall be entitled to include in each Work
                        Plan and Budget and charge to the Joint Venture  Account
                        an overhead fee for the  performance of its  obligations
                        and the  discharge  of its  functions  hereunder,  which
                        shall equal 5% of all costs in respect of the Property.

                  (ii)  In the event that  commercial  production  is  commenced
                        upon the Property,  the overhead fee shall be negotiated
                        by the parties  based upon the usual  business  practice
                        for an  operating  mine,  it being the  intention of the
                        parties  that the  Operator  should  neither  procure  a
                        profit  nor  suffer a loss as a result of its  acting as
                        Operator hereunder.

            (d)   The Operator  shall submit Work Plans and Budgets to the Joint
                  Venture  Committee for approval  within 90 days  subsequent to
                  the   formation  of  the  Joint  Venture  or  within  90  days
                  subsequent to the  expiration of the Work Plan and Budget last
                  in effect,  as the case may be. If the Joint Venture Committee
                  should  fail to approve  the Work Plan and Budget  proposed by
                  the Operator or the Operator should fail to submit a Work Plan
                  and Budget within such 90 day time period,  then a party which
                  is not the  Operator  may,  not more than 60 days  thereafter,
                  propose  a Work  Plan  and  Budget  for the  ensuing  year for
                  consideration  and  approval by the Joint  Venture  Committee.
                  Should the Joint Venture  Committee  approve the Work Plan and
                  Budget proposed by such party, then the party which is not the
                  Operator  shall  temporarily  replace  the  Operator  for  the
                  purpose  of  forthwith  implementing  and  carrying  out  such
                  approved Work Plan and Budget.

            (e)   A party that  temporarily  replaces the  Operator  pursuant to
                  section 3.3(d) (the "Temporary  Operator")  shall be deemed to
                  be the  Operator  during  the  currency  of the Work  Plan and
                  Budget in respect  of which the  Temporary  Operator  is first
                  operating  (the  "Temporary  Operator's  First  Work  Plan and
                  Budget")  and  shall  perform  all of the  obligations  of the
                  Operator  during such period,  including the obligation of the
                  Operator to submit a Work Plan and Budget to the Joint Venture
                  Committee  for  approval  within  90  days  subsequent  to the
                  expiration  of the  Temporary  Operator's  First Work Plan and
                  Budget. The provisions of this section 3.3 shall apply mutatis
                  mutandis  after the  expiration  of the  Temporary  Operator's
                  First  Work  Plan  and  Budget  with  the  Temporary  Operator
                  continuing  to  act  as  the  Operator   unless   replaced  in
                  accordance with the provisions of this section 3.3.

            (f)   The  Operator  shall  provide the  Non-Operator  with  monthly
                  reports  during  the  term of this  Agreement  indicating  the
                  status of the work being conducted on the Property,  provided,
                  however,  that such reports shall not be required during those
                  periods in which there is no work being  conducted  in respect
                  of the Property.  The Operator shall provide the  Non-Operator
                  with reports within 70 days subsequent to the end of each Work

<PAGE>
                                      -12-

                  Plan summarizing  significant  information acquired or learned
                  as a result of such Work Plan.  Such reports  shall  include a
                  statement  of costs  incurred  and monies  spent in respect of
                  such Work  Plan.  In the  event  that the  Operator  receives,
                  obtains  or  discovers  any  information  in  respect  of  the
                  Property  that  would  significantly  affect  the value of the
                  Property, such information shall be forthwith disclosed to the
                  Non-Operator. After the commencement of commercial production,
                  the  Operator  shall  provide the  Non-Operator  with  monthly
                  statements  of ore and  minerals,  if any,  produced  from the
                  Property  together with ores or minerals,  if any, in storage.
                  Such  reports  shall  indicate  the  share of  production  and
                  production in storage attributable to each party.

            (g)   The Non-Operator  shall have access to the Property and to the
                  records  of the  Operator,  at its sole risk and  expense,  to
                  review  work being  carried  out on the  Property or to review
                  results obtained from work carried out on the Property, as the
                  case may be,  provided,  however,  that  reasonable  notice is
                  given to the  Operator  and that such access  shall not unduly
                  interfere with or disrupt the activities of the Operator.

            (h)   The Operator shall pay all fees,  annual rentals,  assessments
                  and  taxes,  other  than  income  taxes,  in  respect  of  the
                  Property,  which shall be accounted  for in the Work Plans and
                  Budgets,  and shall keep the Property in good  standing,  free
                  and clear of all liens,  charges and encumbrances arising from
                  its activities and shall take and continue such proceedings as
                  are  reasonable  in the  circumstances  to remove  any  liens,
                  charges and encumbrances not arising from its activities.  The
                  Operator   shall  also   maintain  such   insurance   coverage
                  protecting  the  parties  from  third  party  claims as may be
                  required by the Joint Venture  Committee,  provided,  however,
                  that should the Joint  Venture  Committee  fail to require the
                  Operator to maintain  any  particular  insurance  coverage the
                  Operator shall maintain  insurance coverage in accordance with
                  normal industry standards and practice  specifying the parties
                  as named insured.

            (i)   The  Non-Operator   shall  indemnify  and  save  harmless  the
                  Operator  from  and  against  a  portion  of all  third  party
                  liabilities,  in accordance with its Participating Interest at
                  the time such liabilities are incurred.  Such  indemnification
                  and saving  harmless of the Operator  shall not be provided in
                  respect  of  losses or  damages  arising  from the  Operator's
                  failure to maintain such insurance coverage as may be required
                  in  accordance  with  section  3.3(h) or arising  from the bad
                  faith,  wilful misconduct or gross negligence of the Operator,
                  provided,  however,  that  the  Operator  shall in no event be
                  considered   to  be  grossly   negligent  in  respect  of  the
                  interpretation  of any results in respect of a Work Plan.  The
                  reduction  or  conversion  to a royalty  interest of a party's
                  Participating  Interest shall not relieve a party of its share
                  of such third  party  liabilities  arising  out of  operations
                  conducted  prior to such  reduction or  conversion,  including
                  long term reclamation or remediation obligations, irrespective
                  of whether costs in respect of such liabilities accrued before
                  or after such reduction or conversion.  A party's share of any
                  such liability shall be equal to its Participating Interest at
                  the time that such liability was incurred.

<PAGE>
                                      -13-

3.4   PARTICIPATION, DILUTION AND CONVERSION

      (a)   Each party  shall  elect,  within 30 days of receipt of an  approved
            Work Plan and Budget, whether or not to participate in the Work Plan
            and Budget and fund its share of the costs.  Failure to elect within
            such 30 day time  period  shall be deemed to be an  election  not to
            participate.

      (b)   The Operator shall provide, on a quarterly basis at least 30 days in
            advance,  monthly  expenditure  projections under each Work Plan and
            Budget to the Non-Operator, provided the Non-Operator has elected to
            contribute to such Work Plan and Budget. Each party that has elected
            to  contribute  to such Work  Plan and  Budget  (the  "Participating
            Party") shall advance funds  representing its share of the projected
            expenditures  to a separate and new account to be  designated by the
            Operator (the "Joint Venture Account") on or before the later of the
            first  day of the month in which  such  funds  are  scheduled  to be
            expended and the expiry of the 30 day advance notice period. Failure
            by a Participating  Party to provide its share of such funds by such
            date shall  result in such party being deemed to have elected not to
            participate  in the  current  Work Plan and  Budget  and to have not
            advanced  any funds in  respect  of such Work Plan and  Budget.  The
            expenditure  projections  shall  include a  description  of the work
            being  proposed  as well as the  estimated  costs  required to fully
            complete such work.

      (c)   If the Operator  should incur  expenditures in a month exceeding the
            expenditure  projection  for  that  month  then the  Operator  shall
            provide an account of such overrun to the Non-Operator, provided the
            Non-Operator is a Participating Party. Upon receipt of such account,
            the  Participating  Parties  shall  advance  to  the  Joint  Venture
            Account,  within 30 days,  funds  representing  their  share of such
            overrun,  provided,  however,  that  any  expenditures  made  by the
            Operator in excess of 120% of the total  expenditure  projection for
            the Work Plan and Budget then in effect (the "Excess  Expenditures")
            shall be the sole  responsibility  of, and for the sole  account of,
            the Operator unless approved pursuant to this section 3.4(c). Excess
            Expenditures  shall be deemed to be approved  if (xciv)  unanimously
            approved  by the Joint  Venture  Committee,  (xcv)  pertaining  to a
            Development  Work Plan and Budget as  defined  in section  3.5(d) or
            (xcvi)  resulting  from  expenditures  relating to matters that were
            unanticipated  or not certain to arise at the time of preparation of
            the applicable Work Plan and Budget, including expenditures relating
            to  environmental  or safety concerns and litigation with respect to
            contractors  retained by the  Operator  but  excluding  expenditures
            relating to changes in a Work Program that have not been approved by
            the Joint Venture Committee.  Excess Expenditures  approved pursuant
            to  this  section  3.4(c)  shall  be  included  in the  calculations
            provided for under section 3.4(d).

      (d)   If either party (the  "Defaulting  Party") elects not to participate
            or is deemed to have elected not to  participate  in a Work Plan and
            Budget  then the  Defaulting  Party  shall  have  its  Participating
            Interest diluted, in accordance with the following formula, and such
            party shall be entitled to participate in subsequent  Work Plans and
            Budgets only to the extent of its Participating Interest at the time
            such  subsequent  Work Plans and Budgets  are  approved by the Joint
            Venture  Committee.   A  party's   Participating   Interest  can  be

<PAGE>
                                      -14-

            calculated  by  dividing  A by B  and  expressing  the  result  as a
            percentage, where A is the total of all funds advanced by that party
            in  respect  of Work  Plans  and  Budgets  and such  party's  deemed
            expenditures  and B is the  total  of all  funds  advanced  by  both
            parties  in  respect of Work  Plans and  Budgets  and such  parties'
            deemed  expenditures.  Subject to section  2.7,  the parties  deemed
            expenditures  upon  formation  of  the  Joint  Venture  shall  be as
            follows:

                  Yukon Gold:       $5,000,000
                  Hinton:           $1,666,666

      (e)   Notwithstanding  section 3.4(d), if a Defaulting Party had the right
            to elect to participate and elected not to participate or was deemed
            to have  elected not to  participate  in a Work Plan and Budget and,
            upon  completion  of such Work Plan,  the  Operator has not incurred
            expenditures equal to at least 80% of the Budget, the Operator shall
            forthwith notify the Defaulting  Party of the Operator's  failure to
            incur such minimum  expenditures under such Work Plan and Budget and
            the  Defaulting  Party shall be  entitled  to pay its  proportionate
            share of the  expenditures  incurred by the Operator under such Work
            Plan and Budget in accordance with its Participating  Interest prior
            to the  implementation  of  such  Work  Plan  and  Budget.  If  such
            proportionate  share of such  expenditures  under such Work Plan and
            Budget is paid by the Defaulting Party within 30 days of its receipt
            of such  notice  from the  Operator,  the  dilution  suffered by the
            Defaulting Party pursuant to the provisions of section 3.4(d),  as a
            result of the Defaulting  Party's election or deemed election not to
            participate  in such  Work Plan and  Budget  shall be deemed to have
            never  occurred  and the  Defaulting  Party  shall be deemed to have
            paid,  and the  Operator  shall be  deemed  not to have  paid,  such
            proportionate  share of such  expenditures  under such Work Plan and
            Budget.

      (f)   Should Ewing, Smith and Wagner, collectively, or Yukon Gold have its
            Participating Interest reduced to a percentage less than 10%, then:

            (i)   such party (the "Royalty Holder") shall have its Participating
                  Interest converted to a 1.0% net smelter returns royalty to be
                  calculated  and  paid in  accordance  with the  provisions  of
                  Schedule B, attached hereto, provided that a decision has been
                  made to put the Property into production;

            (ii)  the non-converting  party (the "Owner") shall become the owner
                  of a 100% right,  title and  interest in and to the  Property,
                  subject only to the Royalty  Holder's 1.0% net smelter returns
                  royalty, Hinton's 2% net smelter returns royalty as set out in
                  section 4.1 of the Agreement; and

            (iii) the Joint  Venture  shall be dissolved  and the Joint  Venture
                  Committee  shall  be  disbanded,   as  of  the  date  of  such
                  conversion.

3.5   PROPERTY MATTERS

      (a)   Each party waives and  renounces  the benefit of all  provisions  of
            law,  as now in effect or as  enacted  in the  future,  relating  to
            actions of partition of real and personal property,  and agrees that

<PAGE>
                                      -15-

            it will not resort to any  actions in law or in equity to  partition
            the  real  and  personal  property  subject  to this  Agreement.  In
            addition,  each party acknowledges (cv) that dilution and conversion
            of a  Participating  Interest  is a  fair  means  of  measuring  the
            anticipated  economic impact of  non-participation in the applicable
            circumstances  referred  to herein  and (cvi) that  conversion  to a
            royalty can lead to an interest of greater value than the originally
            held Participating Interest.

      (b)   The parties shall be entitled to (cviii) record their  Participating
            Interests in respect to the Claims comprising the Property and (cix)
            register their Participating  Interests in the Property. The parties
            shall execute such  documentation  as may be required,  from time to
            time, to effect such transfers of title.

      (c)   Should the Operator wish to abandon any of the Claims comprising the
            Property,  it shall give the Non-Operator notice of its intention to
            do so  and  the  Non-Operator  may  thereafter  give  notice  to the
            Operator,  within 30 days of the Operator's notice, electing to have
            such Claims  transferred to it. Should the Non-Operator make such an
            election,  the Operator shall  forthwith  execute any  documentation
            necessary  to  transfer  such  Claims to the  Non-Operator  and such
            mineral  properties  shall be in good  standing  for a period  of at
            least  90 days  from  the  date  of the  Operator's  notice.  If the
            Non-Operator  does  not make  such an  election  within  such 30 day
            period, the Operator may abandon such mineral properties. Subsequent
            to such 30 day period, the definition of Property shall exclude such
            Claims,  and the  Operator  shall  have no  further  obligations  or
            responsibilities in respect of such mineral  properties,  except for
            those obligations and  responsibilities  in respect of environmental
            laws  arising in respect of  operations  conducted  by the  Operator
            prior to such abandonment or transfer.

      (d)   Notwithstanding any other provision of this Agreement, the following
            provisions  of this  section  3.5(d)  shall  apply in the  event the
            Operator recommends to the Joint Venture Committee,  at any time, to
            place any part of the  Property  into  production.  In the event the
            Operator  makes  such   recommendation,   the  Operator  shall  make
            available to the Non-Operator all of the data and information relied
            upon by the  Operator  in making such  recommendation  and the Joint
            Venture Committee shall meet to consider such recommendation  within
            a period  which is not less  than 30 days and not more than 120 days
            after the date on which the Operator's recommendation is received by
            the Joint  Venture  Committee.  The Joint  Venture  Committee  shall
            either  approve or  disapprove  such  recommendation  or direct that
            further study into the matter be undertaken by the Operator.  If the
            Joint Venture Committee should approve such recommendation then:

            (i)   the Joint  Venture  Committee  shall  forthwith  determine and
                  approve a Work  Plan and  Budget  that  appears  adequate  for
                  purposes of bringing the Property into  commercial  production
                  (the "Development Work Plan and Budget"), and

<PAGE>
                                      -16-


            (ii)  each party  shall have 90 days from the date of the meeting of
                  the Joint Venture Committee of which the Development Work Plan
                  and  Budget  was   determined  to  elect  whether  or  not  to
                  contribute to the Development Work Plan and Budget.

            If a party elects not to  participate  or fails to elect within such
            90 day period to contribute  to a Development  Work Plan and Budget,
            then such party shall be deemed to have withdrawn as a Participating
            Party and its  Participating  Interest  shall be converted to a 1.0%
            net smelter  returns royalty to be calculated and paid in accordance
            with the  provisions of Schedule B attached  hereto.  Should a party
            elect to  participate  in a  Development  Work Plan and  Budget  and
            subsequently  become a Defaulting  Party pursuant to section 3.4(d),
            then a  Participating  Party may  elect  (A) to have the  Defaulting
            Party's  Participating  Interest diluted, in accordance with section
            3.4(d),  (B) to give notice to the Defaulting  Party  insisting upon
            participation   by  the  Defaulting   Party,   in  which  event  the
            Participating  party  (1)  shall  have  a  lien  and  charge  on the
            Defaulting  Party's share of all products produced from the Property
            and on the Defaulting Party's  Participating  Interest to the extent
            of the  Defaulting  Party's  share  of the  applicable  Budget  (the
            "Debt"),  (2) shall have the right to collect  the Debt as a debt by
            any procedure authorized by law, including the right of foreclosure,
            and (3) shall be paid interest on the Debt, which shall form part of
            the Debt,  at a rate per annum  equal to the rate of  interest  (the
            "Prime Rate") from time to time quoted by the Toronto  Dominion Bank
            as the reference  rate of interest used by it to determine  rates of
            interest  chargeable on Canadian dollar loans to its best commercial
            customers payable on demand,  plus 2% until paid, and the Prime Rate
            for each month shall be deemed for the entire  month to be the Prime
            Rate on the first day of such  month or (C) to have the fair  market
            value of the Defaulting Party's Participating Interest determined by
            an  independent  appraiser  appointed  by  mutual  agreement  of the
            parties or, failing such agreement,  by arbitration  pursuant to the
            Arbitration  Act  (Ontario)  and  to  purchase  such  interest,   if
            satisfied  that  such  determination  is fair  in the  Participating
            Party's sole discretion.

      (e)   Each party shall own and have the right, privilege and power to take
            in kind and separately dispose of a portion of all products produced
            from the Property,  in accordance with its  Participating  Interest.
            The Operator  shall  designate  and notify the  Non-Operator  of the
            points  of  delivery  situate  on  the  Property  for  the  parties'
            respective  shares of such  product and all costs in respect of such
            product  shall be for the joint  account of the parties,  until such
            product is delivered to such points. After such product is delivered
            to such points each party shall pay its own costs in respect of such
            product. The Operator shall use its best efforts to ensure that each
            party receives product of like quality.

3.6   WITHDRAWAL FROM JOINT VENTURE

      (a)   Either  Yukon Gold or Hinton (the  "Withdrawing  Party") may, at any
            time during the currency of the Joint Venture,  voluntarily withdraw
            from the Joint Venture and forfeit its right,  title and interest in
            and to the Property  and its rights  under this  Agreement by giving
            written notice of such withdrawal to the other party (the "Remaining

<PAGE>
                                      -17-

            Party"),  which  notice shall  indicate an  effective  date for such
            withdrawal of not earlier than 90 days subsequent to the delivery of
            such notice. In such event, subject to section 3.6(b).

            (i)   The Withdrawing Party shall:

                  (A)   remain liable for its share of all amounts chargeable to
                        it,  as  well  as  its  share  of  any  liabilities  and
                        obligations incurred hereunder by the Operator on behalf
                        of the Joint  Venture  up to the  effective  date of the
                        withdrawal,

                  (B)   secure to the  satisfaction  of the Remaining  Party its
                        share  of the  costs  of  reclaiming  the  Property,  as
                        estimated   at  the   effective   date   of   withdrawal
                        considering  all applicable laws and regulations and the
                        policies of any  governmental,  regulatory or other body
                        having jurisdiction,

                  (C)   remain  obligated  under section 5.2 for a period of two
                        years after the effective date of the withdrawal,

                  (D)   remain  obligated to execute and deliver such  documents
                        as may be necessary to evidence  the  forfeiture  of its
                        Participating Interest to the Remaining Party, and

                  (E)   not be entitled to any royalty hereunder;

                        (i)   the  Remaining  Party shall  become the owner of a
                              100%  right,  title  and  interest  in  and to the
                              Property   as  of  the   effective   date  of  the
                              withdrawal; and,

                        (ii)  the  Joint  Venture  shall be  terminated  and the
                              Joint Venture Committee shall be disbanded,  as of
                              the effective date of the withdrawal,

                        (iii) provided  if Hinton is the  Withdrawing  Party and
                              provided it has  satisfied  the  provisions of 3.6
                              (a) (i) (A) and  (B),  it  shall  be  entitled  to
                              retain  the  2% net  smelter  royalty  set  out in
                              Schedule  B  hereto  as  long as it  continues  to
                              honour any other provisions of this agreement that
                              extend beyond withdrawal.

      (b)   Upon receipt of a notice of withdrawal  pursuant to section  3.6(a),
            the Remaining Party may give notice to the  Withdrawing  Party prior
            to the  effective  date of the  withdrawal  electing  to join in the
            withdrawal,  in which event the Joint Venture shall be terminated on
            receipt of such notice by the Withdrawing  Party,  the assets of the
            Joint  Venture  shall  be  forthwith  liquidated  and  the  proceeds
            obtained from such liquidation shall be distributed in proportion to
            each party's Participating Interest.

<PAGE>
                                      -18-

4.    MISCELLANEOUS

4.1   HINTON ROYALTY

            Hinton  shall  retain  a 2.0%  net  smelter  returns  royalty  to be
calculated  and paid in  accordance  with the  provisions of Schedule B attached
hereto.

4.2   YUKON GOLD BOARD OF DIRECTORS

            While this Agreement remains in effect,  Hinton shall be entitled to
recommend for  appointment not less than one member to the board of directors of
Yukon Gold.

5.    GENERAL PROVISIONS

5.1   NATURE OF RELATIONSHIP

            In every case,  the  obligations  of each party under this Agreement
      shall be several and shall not be  construed  to be either  joint or joint
      and  several  and  nothing   herein  shall  be  construed  as  creating  a
      partnership  between  the  parties.  Subject to  sections  5.7 and 5.9(a),
      nothing contained in this Agreement shall be construed so as to constitute
      a party an agent or legal  representative  of  another  party.  Except  as
      otherwise  specifically provided in this Agreement, a party shall not have
      any authority to act for, or to assume any obligation or responsibility on
      behalf  of,  any  other  party.  Except  as  expressly  provided  in  this
      Agreement,  each  party  shall  have the free  and  unrestricted  right to
      independently  engage  in and  receive  the full  benefits  of any and all
      business endeavours of any sort whatsoever not related to the Property and
      the area of  interest,  whether  or not  competitive  with the  endeavours
      contemplated herein,  without consulting or inviting or allowing the other
      party  any  interest   therein  and  the  legal  doctrines  of  "corporate
      opportunity"  or  "business   opportunity"   sometimes  applied  to  joint
      venturers  shall not apply in the case of such  other  endeavours,  as all
      fiduciary  duties  arising from the Joint Venture and owed by one party to
      another have been specifically outlined in this Agreement

5.2   AREA OF INTEREST

            The area of interest  shall be deemed to comprise that area which is
included  within ten (10)  kilometres of the  outermost  boundary of the mineral
properties, which constitute the Property.

5.3   ADDITIONAL ACQUISITION

            If at any time during the  subsistence  of this  Agreement any party
(in  this  Article  only  called  the  "Acquiring  Party")  stakes  directly  or
indirectly or purchases any mining claim,  licence,  lease,  grant,  concession,
permit,  patent,  or other  mineral  property  (in  this  Article  5 a  "Mineral
Property")  located wholly or partly within the area of interest  referred to in
Section  5.2,  the  Acquiring  Party  shall  forthwith  give notice to the other
parties of that  staking or  acquisition  and proof of the cost  thereof and all
details  in the  possession  of that  party  with  respect  to the nature of the
property and the known mineralization..

<PAGE>
                                      -19-

5.4   ELECTION TO ACQUIRE

            Each other  party  may,  within  thirty  (30) days of receipt of the
Acquiring  Party's notice,  elect, by notice to the Acquiring  Party, to require
that the Mineral Property which was staked or otherwise  acquired be included in
and thereafter form part of the Property for all purposes of this Agreement.  If
the election is made, all the other parties shall  reimburse the Acquiring Party
for that  portion of the cost of staking or  acquiring  which is  equivalent  to
their  respective  Interests.  If no other party makes the election  within that
period of thirty (30) days, the Mineral  Property,  which was staked or acquired
shall not form part of the  Property  and the  Acquiring  Party  shall be solely
entitled  thereto.  Should any party acquire mineral claims that fall within the
Area of Interest prior to Yukon Gold earning a 75% interest in the Property, and
should  Yukon  Gold  elect  to have the  claims  included  and form  part of the
Property if acquired by other parties, the cost shall be born 100% by Yukon Gold
and shall be part of the Work Program Costs.

5.5   CONFIDENTIAL INFORMATION

            All data and information provided to or received by the parties with
respect to the  Property  shall be treated as  confidential.  A party  shall not
disclose such  information  to third parties  whether by way of press release or
otherwise,  unless the  disclosure is required by law, stock exchange rules or a
regulatory  authority  having  jurisdiction or the disclosure is consented to by
the other party (the  "Non-Disclosing  Party");  consent of such  Non-Disclosing
Party  shall not be  unreasonably  withheld  or delayed in view of the  parties'
timely   disclosure   obligations.   Without   limiting   the   foregoing,   the
Non-Disclosing  Party may  reasonably  withhold its consent to the issuance of a
press  release where it has not been provided with an advance draft copy of such
press  release.  Where  disclosure is required by law, stock exchange rules or a
regulatory  authority having  jurisdiction,  a party shall, if permitted by such
law,  stock  exchange  rule or regulatory  authority,  use its  reasonable  best
efforts to provide a copy of the  information to be disclosed  (the  "Disclosure
Statement")  to the  Non-Disclosing  Party in advance of its disclosure and make
reasonable  changes to such  Disclosure  Statement  as may be  requested  by the
Non-Disclosing Party.

5.6   GEOLOGICAL INTERPRETATIONS

            No party (the  "Reporting  Party")  shall be liable to another party
(the  "Receiving  Party") in respect of any opinions,  findings,  conclusions or
other non-factual  information  included by the Reporting Party in any report or
other document  provided to the Receiving Party,  whether included by negligence
or otherwise.  Each party hereby  indemnifies  and saves harmless the other from
and against all suits, claims,  demands,  losses and expenses arising in respect
of the  release by a Receiving  Party of such  non-factual  information  in such
report or other document to third parties,  irrespective of whether such release
was consented to by the Reporting Party.

5.7   GST

            Although each of the parties to this Agreement recognizes that it is
responsible to separately account and, where necessary, register for the federal
Goods and Services Tax (the  "GST"),  it is agreed and the parties  hereto elect
that the  Operator  shall be the  registrant  for the GST with  respect  to this
Agreement and shall account for the GST on all properties, mineral interests and

<PAGE>
                                      -20-

goods and services  acquired or supplied pursuant to the terms of this Agreement
with all such  actions  deemed to have been made by the  Operator.  The  parties
hereto  authorize the Operator to do such acts and execute such  documents,  and
shall  themselves  do such  further  acts and execute and deliver  such  further
documents,  as may be  reasonably  necessary and desirable to give effect to the
election contained in this section 5.7.

5.8   TIME

      This Agreement shall be effective from and as of the 30th day of May 2002.

5.9   ASSIGNEES, SUCCESSORS AND RELEASES

      (a)   (i)   No party shall sell, transfer,  assign or otherwise dispose of
                  (the  "Sell")  all or any  portion  of its  right,  title  and
                  interest in and to the Property or its rights and  obligations
                  under this Agreement (the "Interest") except:

                  (A)   pursuant to an agreement in which the  consideration  is
                        expressed wholly in lawful money of Canada;

                  (B)   as a single  transaction not directly or indirectly part
                        of some  other  sale or  purchase  or  agreement  of any
                        nature whatsoever; and,

                  (C)   otherwise in accordance with this section 5.9.

            (ii)  If any of Ewing,  Smith or Wagner  (the  "Sellor")  receives a
                  bona fide offer from a third  party to Sell all or any portion
                  of its Interest (the "Offered Interest") and intends to accept
                  such offer (the "Offer"),  the Sellor,  prior to accepting the
                  Offer,  shall  give  notice  in  writing  to Yukon  Gold  (the
                  "Purchaser")  of the Offer  together with a copy of the Offer,
                  which shall be in written  form (the "Offer  Notice").  Ewing,
                  Smith and Wagner may sell to each other without complying with
                  this provision.

            (iii) An Offer  Notice shall be deemed to  constitute  an offer (the
                  "1st  Offer")  by the  Sellor  to the  Purchaser  to Sell  the
                  Offered  Interest on the terms and  conditions  set out in the
                  Offer Notice and shall be open for acceptance by the Purchaser
                  for a period  of 60 days from the date of its  receipt  by the
                  Purchaser. Such Offer Notice shall clearly identify the person
                  or persons making the Offer and include such information as is
                  known by the Sellor about such person or persons.

            (iv)  If the Purchaser gives notice to the Sellor electing to accept
                  the 1st Offer within the 60 day period,  such acceptance shall
                  constitute  a binding  agreement  of purchase and sale between
                  the  Sellor  and  the  Purchaser  in  respect  of the  Offered
                  Interest  on the  terms  and  conditions  set out in the Offer
                  Notice.

            (v)   If the  Purchaser  does not accept the 1st Offer within the 60
                  day period, the Sellor may complete a sale and purchase of the
                  Offered  Interest to the person or persons making the Offer on
                  the terms and  conditions set out in the Offer Notice and such

<PAGE>
                                      -21-

                  sale and purchase  shall be  completed  within 100 days of the
                  expiration  of the right of the  Purchaser  to accept  the 1st
                  Offer provided for in this section  5.9(a),  failing which the
                  Sellor must again comply with the  provisions  of this section
                  5.9(a)  in  respect  to a sale  and  purchase  of the  Offered
                  Interest.

            (vi)  The Sellor may Sell all or any  portion of its  Interest to an
                  affiliate of the Sellor.  For purposes of clarity,  such sale,
                  transfer,  assignment  or  disposal  is not subject to section
                  5.9(a),  provided,  however,  that if  control  over  === such
                  affiliate is  immediately  transferred  to a third party or if
                  such   transaction  is  merely  an  attempt  at  avoiding  the
                  provisions  of  section  5.9(a)  then  the  provisions  of ===
                  section   5.9(a)   shall  be  deemed  to  apply  to  such  ===
                  transaction and such transaction shall have no effect,  unless
                  the Purchaser  subsequently  declines to exercise its right to
                  acquire the Offered Interest pursuant to section 5.9(a). ===

            (vii) For  purposes  of  this  Agreement,  "affiliate"  is  used  to
                  indicate a relationship between: (A) corporations where one of
                  them owns or holds, directly or indirectly,  voting securities
                  carrying  a  majority  of the voting  rights  attached  to all
                  outstanding   voting   securities   of  the   other   (if  two
                  corporations are affiliated with another corporation by reason
                  of the  percentage of their voting  securities  held or owned,
                  directly or indirectly,  by such other corporation,  then they
                  shall be  deemed to be  affiliated  with  each  other);  (B) a
                  person and a corporation where the person, the person's spouse
                  or, if living in the same home as the  person,  the  person or
                  the  spouse's  relative,   beneficially   owns,   directly  or
                  indirectly,  voting  securities  carrying  a  majority  of the
                  voting rights attached to all outstanding voting securities of
                  the  corporation;  and (C) one person and another person where
                  the other person is the spouse,  or any relative of the person
                  or the spouse  where the spouse or relative  has the same home
                  as the person.

      (b)   This Agreement shall be binding upon and enure to the benefit of the
            parties' successors and permitted assignees, provided, however, that
            any  assignment by the Sellor of all or any portion of its rights or
            obligations  hereunder  shall  include a  provision  whereby the New
            Party agrees to abide by the terms of this Agreement,  including the
            provisions  of  this  section  5.9,  and  ====  assume  all  of  the
            liabilities  and  obligations  of the Sellor  under this  Agreement,
            whether accruing before or becoming due after such  assignment.  The
            Sellor and New Party shall  execute such  agreements or documents as
            may be reasonably required in this regard by the other party to this
            Agreement (the "Other Party").

      (c)   No  assignment  shall serve to release or discharge  the Sellor from
            any of the said liabilities or obligations, unless all of the rights
            and  obligations  of the Sellor have been  assigned to the New Party
            and the Other Party has released the Sellor.

      (d)   Nothing in this  section 5.9 shall  prevent a party from  soliciting
            offers from third parties to purchase its Interest.  Notwithstanding
            the  foregoing  part of this  section  5.9(d)  and for  purposes  of

<PAGE>
                                      -22-

            clarity,  neither Yukon Gold nor any of Ewing, Smith or Wagner shall
            make offers to third  parties to sell its  Interest if the effect of
            such an offer  would  avoid the  application  of the  provisions  of
            section 5.9(a).

5.10  FORCE MAJEURE

      (a)   No party  hereto  shall be liable  under this  Agreement  to another
            party for any failure to perform any of its obligations caused by or
            arising  out of  any  act  not  within  the  control  of the  party,
            excluding lack of funds, but including,  without limitation, acts of
            God,  strikes,  lockouts  or other  industrial  disputes,  acts of a
            public enemy,  riots,  fire,  storm,  flood,  explosion,  government
            restriction,   failure  to  obtain  any   approvals   required  from
            regulatory authorities, including environmental protection agencies,
            unavailability  of  equipment,  interference  of  persons  primarily
            concerned about  environmental or native rights issues and any other
            cause,  whether of the kind enumerated above or otherwise,  which is
            not reasonably  within the control of the party (the "Event of Force
            Majeure").

      (b)   No right of a party shall be  affected,  and no party shall be found
            in  default,  under this  Agreement  by the failure of such party to
            meet any term or condition of this  Agreement  where such failure is
            caused by an Event of Force  Majeure  and, in such event,  all times
            specified or provided for in this  Agreement  shall be extended by a
            period  commensurate with the period during which the Event of Force
            Majeure causes such failure.

      (c)   A party  affected  by an  Event  of  Force  Majeure  shall  take all
            reasonable  steps within its control to remedy the failure caused by
            such  event,  provided,  however,  that  nothing  contained  in this
            section  5.10  shall  require  any  party to  settle  any  labour or
            industrial  dispute  or to  test  the  constitutionality  of any law
            enacted by any Legislature or Parliament of or within Canada.

      (d)   Any party  relying  on the  provisions  of this  section  5.10 shall
            forthwith give notice to the other party of the  commencement  of an
            Event of Force Majeure and of its end.

5.11  NOTICES

      (a)   Any notice,  direction or other  communication  (the "Notice") given
            hereunder,   irrespective  of  whether  such  Notice  was  required,
            permitted  or otherwise  provided  pursuant to or in respect of this
            Agreement, shall be in writing and:

            (i)   if delivered,  shall be deemed to have been given and received
                  on the day it was delivered;

            (ii)  if mailed,  shall be deemed to have been given and received on
                  the seventh business day following the day of mailing,  except
                  in the event of disruption  of postal  services in which event
                  such  Notice  shall be deemed to have been given and  received
                  only when actually received;

<PAGE>
                                      -23-

            (iii) if sent by  telefacsimile  shall be deemed to have been  given
                  and  received  on the day it was so sent,  except  where  sent
                  outside of normal business hours (9:00 a.m. to 5:00 p.m. local
                  time at the place of  receipt),  in which  event  such  Notice
                  shall be deemed to have been  given and  received  on the next
                  following business day; and

            (iv)  for greater clarity,  Hinton will be deemed to have been given
                  and received Notice  effective upon the first of Ewing,  Smith
                  and Wagner receiving Notice pursuant to this section 5.11.

      (b)   Notices in each case shall be addressed as follows:

            (i)   IF TO YUKON GOLD, AT:

                  Yukon Gold Corp.
                  Suite 408, 347 Bay Street
                  Toronto, Ontario, M5H 2R7
                  Attention:  President
                  Fax:        (416) 865-1250

                  WITH A COPY TO:

                  Macleod Dixon LLP
                  Suite 3900, Canada Trust Tower
                  BCE Place, 161 Bay Street
                  Toronto, Ontario M5J 2S1

                  Attention:  Richard Lachcik
                  Fax:        (416) 360-8277

            (ii)  if to Hinton, to each of:

                  Richard Ewing
                  Box 111
                  Mayo, Yukon M0B 1M0
                  Fax:        (867) 996-2927

                  James B. Smith
                  2726 Mara Drive
                  Coquitlam, BC V3C 5R9
                  Fax:        (604) 942-3905

                  Robert Wagner
                  Site 1, Box 7
                  Keno City, Yukon Y0B 1J0
                  Fax:  (867) 995-2892

<PAGE>
                                      -24-


            Any party may give,  at any  time,  notice in  writing  to the other
            party of any change of address of the party  giving such Notice and,
            from and after the giving of such  Notice,  the address or addresses
            therein  specified  shall be deemed to be the  address of such party
            for the purpose of giving Notice hereunder.

      (c)   Any Notice given  hereunder to the Joint Venture  Committee shall be
            in writing and shall be delivered,  mailed or sent to Yukon Gold and
            Hinton, in accordance with this section 5.11.

5.12  INTERPRETATION

      (a)   This Agreement  shall be interpreted  and governed  according to the
            laws of the Province of Ontario.  The parties  hereby  attorn to the
            jurisdiction  of the courts of the  Province of Ontario and agree to
            submit any  disputes in respect of this  Agreement  to the courts of
            the Province of Ontario.

      (b)   All references in this  Agreement to monetary  amounts are expressed
            in Canadian currency.

      (c)   In this Agreement, headings have been inserted for ease of reference
            and may not  accurately  describe the  provisions  that follow them.
            Consequently,   headings   shall  not  be  used  for   purposes   of
            interpreting this Agreement.

      (d)   In this  Agreement,  the  singular  encompasses  the plural and vice
            versa, and the masculine encompasses the feminine and vice versa.

      (e)   In this Agreement, mining properties, rights or interests into which
            any of the Claims are  converted by process of law or otherwise  are
            included in the definition of Property.

5.13  OPTION TO PURCHASE

            At anytime  following  the formation of the Joint Venture as defined
            in Article hereof and provided Yukon Gold has a 75% Earned  Interest
            in the  Property,  Yukon Gold shall have the option to purchase  the
            remaining 25% interest held by the Hinton Syndicate.

            The purchase  price shall be $5,000,000  and the Hinton  Syndicate's
            NSR shall be  increased  from 2% to 3% following  the buy out.  This
            option shall remain in effect until the Hinton Syndicate is required
            to commit to funding  their  interest in the Joint  Venture at which
            time Yukon Gold must  exercise  the option or it shall expire and be
            of no further force or effect.

5.14  WHOLE AGREEMENT AND FURTHER ASSURANCES

      (a)   This letter,  including Schedules [A, A1, B, and C] attached hereto,
            constitutes  the whole of this Agreement and  encompasses the entire
            agreement  between Yukon Gold and Hinton pertaining to the Property.
            This  Agreement  supersedes  all prior  agreements,  understandings,
            negotiations and discussions, whether oral or written, between Yukon

<PAGE>
                                      -25-

            Gold and Hinton,  and there are no  warranties,  representations  or
            other  agreements  between Yukon Gold and Hinton in connection  with
            the Property, except as specifically set forth herein.

      (b)   The parties  agree to execute  and cause to be  executed  such other
            documents, and take and cause to be taken such other actions, as are
            reasonably  necessary:  (clxvi)  to  secure  and give  effect to the
            rights and obligations  granted and assumed hereunder;  and (clxvii)
            to maintain the Property in good standing.



5.15  ENVIRONMENTAL RECLAMATION

      (a)   Notwithstanding any other provision in this Agreement,  Hinton shall
            remain liable and Yukon Gold shall have no obligations in respect of
            environmental  liabilities  incurred  or  arising as a result of the
            state or condition of the Property  prior to the  effective  date of
            this Agreement.

      (b)   For purposes of section  5.14(a),  environmental  liabilities  shall
            mean any and all damages (including but not limited to exemplary and
            punitive  damages),   losses,  costs,   expenses,   liabilities  and
            obligations of whatsoever  kind,  direct or indirect  (including but
            not  limited  to  fines,  penalties,  interest,  lawyers'  fees  and
            expenses,  damages for personal injury,  death,  property damage and
            economic  loss,  including but not limited to reduction in the value
            of the  Property  (or any  other  person's  property))  incurred  or
            arising  as a result  of the  state or  condition  of the  Property,
            including  costs  relating to the  removal,  treatment,  storage and
            disposal of  hazardous  substances  and the  remediation,  clean-up,
            restoration,  abatement,  reclamation  or other securing or remedial
            action in respect of the Property (or any other  person's  property)
            under  or for  breach  of or  failure  to  comply  with  any and all
            environmental  laws,  whether  statutory,  in  contract  or in tort,
            including  negligence and strict liability,  or howsoever  otherwise
            arising.

      (c)   For purposes of sections 2.5(b), 3.5(c) and 5.14(b):

            (i)   environmental laws shall mean any and all federal,  provincial
                  and local  laws,  statutes,  rules,  regulations,  ordinances,
                  bylaws, orders,  permits,  licences,  approvals,  policies and
                  consents  and the  common  law to the  extent  that any of the
                  foregoing  regulate,   ascribe,  provide  for  or  pertain  to
                  liabilities or obligations in relation to the existence,  use,
                  production, manufacture, processing, distribution, production,
                  transport,  handling, storage, removal,  treatment,  disposal,
                  emission, discharge,  migration, seepage, leakage, spillage or
                  release  of   hazardous   substances   or  the   construction,
                  alteration, use or operation, demolition or decommissioning of
                  any facilities or other real or personal  property in relation
                  to the

<PAGE>
                                      -26-

                  foregoing or otherwise  in relation to the  protection  of the
                  life,  health or safety of persons,  or to the  protection  of
                  property or the environment, including but not limited to air,
                  soil,  surface  water,  ground  water,  biota,   wildlife  and
                  personal or real property; and

            (ii)  hazardous substances shall mean any substance that:

                  (A)   when  released to the natural  environment  is likely to
                        cause or does cause, immediately or at some future time,
                        material harm or degradation to the natural  environment
                        or any risk to human health and, without restricting the
                        generality  of the  foregoing,  includes any  pollutant,
                        contaminant, waste or hazardous waste, or any "dangerous
                        goods",  "hazardous chemical",  "hazardous substance" or
                        "hazardous  waste",  as may be defined by  environmental
                        laws; or

                  (B)   exhibits  characteristics of flammability,  corrosivity,
                        reactivity or toxicity.

5.16  COUNTERPARTS

            This  Agreement  may be executed in multiple  counterparts,  each of
which shall be deemed an original,  and all of which together  shall  constitute
one and the  same  instrument.  Execution  and  delivery  of this  Agreement  by
exchange  of  facsimile  copies  bearing  facsimile  signature  of a party shall
constitute a valid and binding  execution and delivery of this Agreement by such
party. Such facsimile copies shall constitute enforceable original documents.

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

ON HIS OWN BEHALF AND ON BEHALF OF THE                      YUKON GOLD CORP.
HINTON SYNDICATE:


                                          by:
------------------------------------         ---------------------------------
Richard Ewing                                         Peter Slack
                                                      President



                                          by:
------------------------------------         ---------------------------------
James Smith                                           Stafford Kelley
                                                      Treasurer


------------------------------------
Robert Wagner

<PAGE>

                                   SCHEDULE A
                                       TO
                         HINTON / YUKON GOLD AGREEMENT
                               DATED JULY 7, 2002

                        DESCRIPTION OF HINTON PROPERTIES



CLAIM NAME     CLAIM NO.       RECORD NO.        EXPIRY DATE

Hinton         Claims 1 - 34   YC00401-434       Richard Ewing - Exp. 2002/09/10

Hinton 35                      YC01091           Richard Ewing - Exp. 2002/09/10

Hinton II      Claims 1 - 26   YC01126-151       Robert Wagner - Exp. 2002/09/10

Hinton III     Claims 1 - 14   YC01152-165       Robert Wagner - Exp. 2002/09/10

Hinton IV      Claims 1 - 6    YC01424-429       Robert Wagner - Exp. 2002/09/10

Hinton V       Claims 1 - 7    YC01417-423       Robert Wagner - Exp. 2002/09/10

A TOTAL OF 88 CLAIMS

<PAGE>



                                   SCHEDULE A1

                                 NEW CLAIMS LIST


<TABLE>
<CAPTION>
CLAIM STATUS REPORT                                  29 OCTOBER 2003
CLAIM NAME AND NBR        GRANT NO.            EXPIRY DATE   REGISTERED OWNER    % OWNED      NTS #'S
<S>                       <C>                  <C>           <C>                 <C>          <C>          <C>
R   Hinton 1 - 2          YC00401 - YC00402    2011/11/01    Yukon Gold Corp     100.00       105M14       F
R   Hinton 3 - 30         YC00403 - YC00430    2011/11/01    Yukon Gold Corp     100.00       105M14
R   Hinton 31 - 32        YC00431 - YC00432    2007/11/01    Yukon Gold Corp     100.00       105M14       F
R   Hinton 33 - 34        YC00433 - YC00434    2007/11/01    Yukon Gold Corp     100.00       105M14
R   Hinton 35             YC01091              2011/11/01    Yukon Gold Corp     100.00       105M14       P
R   Hinton II 1 - 11      YC01126 - YC01136    2011/11/01    Yukon Gold Corp     100.00       105M14
R   Hinton II 12          YC01137              2010/11/01    Yukon Gold Corp     100.00       105M14
R   Hinton II 13 - 22     YC01138 - YC01147    2011/11/01    Yukon Gold Corp     100.00       105M14
R   Hinton II 23          YC01148              2010/11/01    Yukon Gold Corp     100.00       105M14
R   Hinton II 24 - 26     YC01149 - YC01151    2011/11/01    Yukon Gold Corp     100.00       105M14
R   Hinton III 1 - 7      YC01152 - YC01158    2008/11/01    Yukon Gold Corp     100.00       105M14
R   Hinton III 8          YC01159              2007/11/01    Yukon Gold Corp     100.00       105M14
R   Hinton III 9 - 14     YC01160 - YC01165    2008/11/01    Yukon Gold Corp     100.00       105M14
R   Hinton IV 1           YC01424              2009/11/01    Yukon Gold Corp     100.00       105M14
R   Hinton IV 2 - 6       YC01425 - YC01429    2008/11/01    Yukon Gold Corp     100.00       105M14
R   Hinton V 1 - 4        YC01417 - YC01420    2008/11/01    Yukon Gold Corp     100.00       105M14
R   Hinton V 5            YC01421              2008/11/01    Yukon Gold Corp     100.00       105M14       P
R   Hinton V 6            YC01422              2008/11/01    Yukon Gold Corp     100.00       105M14
R   Hinton V 7            YC01423              2007/11/01    Yukon Gold Corp     100.00       105M14
R   Key 1 - 10            YC10609 - YC10618    2012/11/01    Yukon Gold Corp     100.00       105M14
R   Key 11 - 12           YC10619 - YC10620    2011/11/01    Yukon Gold Corp     100.00       105M14
R   Key 13                YC10621              2012/11/01    Yukon Gold Corp     100.00       105M14
R   Key 14                YC10622              2011/11/01    Yukon Gold Corp     100.00       105M14
R   Key 15                YC10623              2012/11/01    Yukon Gold Corp     100.00       105M14
R   Key 16                YC10624              2009/11/01    Yukon Gold Corp     100.00       105M14
R   Key 17                YC10625              2012/11/01    Yukon Gold Corp     100.00       105M14
R   Key 18                YC10626              2009/11/01    Yukon Gold Corp     100.00       105M14
R   Key 27 - 28           YC10627 - YC10628    2009/11/01    Yukon Gold Corp     100.00       105M14
R   Key 29                YC10629              2010/11/01    Yukon Gold Corp     100.00       105M14
R   Key 30                YC10630              2009/11/01    Yukon Gold Corp     100.00       105M14
R   Key 31 - 34           YC10631 - YC10634    2012/11/01    Yukon Gold Corp     100.00       105M14
R   Key 35 - 42           YC10635 - YC10642    2009/11/01    Yukon Gold Corp     100.00       105M14
R   Key 43                YC10643              2011/11/01    Yukon Gold Corp     100.00       105M14
R   Key 44                YC10644              2012/11/01    Yukon Gold Corp     100.00       105M14
R   Key 45                YC10645              2011/11/01    Yukon Gold Corp     100.00       105M14
R   Key 46                YC10646              2012/11/01    Yukon Gold Corp     100.00       105M14
R   Key 47                YC10647              2011/11/01    Yukon Gold Corp     100.00       105M14
R   Key 48                YC10648              2012/11/01    Yukon Gold Corp     100.00       105M14
R   Key 49 - 50           YC10649 - YC10650    2011/11/01    Yukon Gold Corp     100.00       105M14
                                                                                   Total claims selected: 186
</TABLE>

<TABLE>
<CAPTION>
Left column indicator legend:        Right column indicator legend:
<C>                                  <C>                                                <C>
R - Indicates the claim is on one    L - Indicates the Quartz Lease.                    D - Indicates Placer Discovery
or more pending renewal(s).          F - Indicates Full Quartz fraction (25+ acres)     C - Indicates Placer Codiscovery
P - Indicates the claim is pending.  P - Indicates Partial Quartz fraction (<25 acres)  B - Indicates Placer Fraction
</TABLE>


                                  PAGE 1 OF 2
<PAGE>

<TABLE>
<CAPTION>
CLAIM STATUS REPORT                                  29 OCTOBER 2003
CLAIM NAME AND NBR        GRANT NO.            EXPIRY DATE   REGISTERED OWNER    % OWNED      NTS #'S
<S>                       <C>                  <C>           <C>                 <C>          <C>          <C>
R Key 57 - 62             YC10651 - YC10656    2011/11/01    Yukon Gold Corp     100.00       105M14
R Key 63 - 82             YC10657 - YC10676    2012/11/01    Yukon Gold Corp     100.00       105M14
R Key 89                  YC10677              2011/11/01    Yukon Gold Corp     100.00       105M14
R Key 90 - 92             YC10678 - YC10680    2012/11/01    Yukon Gold Corp     100.00       105M14
R Key 100 - 101           YC10693 - YC10694    2012/11/01    Yukon Gold Corp     100.00       105M14       F
R Key 102 - 103           YC10695 - YC10696    2012/11/01    Yukon Gold Corp     100.00       105M14
R Key 104                 YC10697              2012/11/01    Yukon Gold Corp     100.00       105M14       F
Moon 1   YC10957                               2004/09/09    Yukon Gold Corp     100.00       105M14       F
Moon 2 - 12               YC10958 - YC10968    2004/09/09    Yukon Gold Corp     100.00       105M14
Red 1 - 9                 YC10948 - YC10956    2004/09/09    Yukon Gold Corp     100.00       105M14
</TABLE>

CRITERIA(S) USED FOR SEARCH:

<TABLE>
<CAPTION>
<C>                              <C>                         <C>
CLAIM STATUS: ACTIVE & PENDING   OWNER(S): YUKON GOLD CORP   REGULATION TYPE: QUARTZ

                                                                                   Total claims selected: 186
</TABLE>

<TABLE>
<CAPTION>
Left column indicator legend:        Right column indicator legend:
<C>                                  <C>                                                <C>
R - Indicates the claim is on one    L - Indicates the Quartz Lease.                    D - Indicates Placer Discovery
or more pending renewal(s).          F - Indicates Full Quartz fraction (25+ acres)     C - Indicates Placer Codiscovery
P - Indicates the claim is pending.  P - Indicates Partial Quartz fraction (<25 acres)  B - Indicates Placer Fraction
</TABLE>

                                  Page 2 of 2
<PAGE>

                                   SCHEDULE B
                                       TO
                         HINTON / YUKON GOLD AGREEMENT
                               DATED JULY 7, 2002

                           NET SMELTER RETURN ROYALTY


1. The NSR  which  may be  payable  to a party  (the  "PAYEE")  by a party  (the
"PAYOR") shall be calculated and paid to the Payee in accordance  with the terms
of this Schedule.

2. The NSR shall be calculated on a calendar quarterly basis.

3. The following words shall have the following meanings:

      3.1   "GROSS  REVENUE"  shall mean the aggregate of the following  amounts
            received in each quarterly period:

            (a)   (i)   all revenue  received by the Payor in such  quarter from
                        arm's length purchasers of mineral products, or

                  (ii)  the fair market  value of all mineral  products  sold by
                        the Payor in such  quarter  to  persons  not  dealing at
                        arm's length with the Payor; and

            (b)   any  proceeds of  insurance  received  in such  quarter due to
                  losses or damages in respect to mineral products.

      3.2   "PERMISSIBLE  DEDUCTIONS"  shall mean the aggregate of the following
            charges  (to the  extent  not  previously  deducted  or  accrued  in
            computing Gross Revenue) that are paid in each quarterly period:

            (a)   sales charges levied by any sales agent in respect to the sale
                  of mineral products;

            (b)   all costs, expenses and charges of any nature whatsoever which
                  are either paid or incurred  by the Payor in  connection  with
                  the  refinement or  beneficiation  of mineral  products  after
                  leaving  the  Property,   including  all  weighing,  sampling,
                  assaying and  representation  costs,  metal losses, any umpire
                  charges and any penalties  charged by the processor,  refinery
                  or smelter, and;

            (c)   all other insurance costs in respect of mineral products;

            provided:  (i) that where a cost or expense otherwise constituting a
            Permissible Deduction is incurred by the Payor in a transaction with
            a party with whom it is not dealing at arm's length (as that term is
            defined in the Income Tax Act (Canada)),  such costs or expenses may
            be deducted,  but only as to the lesser of the actual cost  incurred

<PAGE>
                                      -2-

            by the Payor and the fair market value thereof  considering the time
            of such  transaction and under all the  circumstances  thereof;  and
            (ii)  transportation  costs and milling costs at another site, prior
            to the smelting and refining shall not be included in the definition
            of Permissible Deductions.

      3.3   "NET SMELTER  RETURNS"  shall mean Gross  Revenue  less  Permissible
            Deductions in respect to such quarter.

      3.4   "NSR" shall mean Net Smelter Returns.

4. The NSR shall be  calculated  and paid  within 30 days  after the end of each
calendar  quarter ending March 31, June 30, September 30 and December 31 of each
year.  Smelter  settlement  sheets,  if  any,  and  a  statement  setting  forth
calculations  in  sufficient  detail to show how the payment  was  derived  (the
"STATEMENT") shall be submitted with the payment.

5. In the event that final amounts  required for the  calculation of the NSR are
not  available  within  the  time  period  referred  to in  paragraph  4 of this
Schedule,  then provisional amounts shall be established,  the NSR shall be paid
on the basis of such  provisional  amounts and positive or negative  adjustments
shall be made to the payment in the succeeding quarter, as necessary.

6. All NSR payments shall be considered  final and in full  satisfaction  of all
obligations of the Payor with respect thereto,  unless the Payee delivers to the
Payor a written notice (the "OBJECTION  NOTICE")  describing and setting forth a
specific  objection to the  calculation  thereof within 60 days after receipt by
the Payee of the  Statement.  If the Payee objects to a particular  Statement as
herein  provided,  the Payee  shall,  for a period of 60 days after the  Payor's
receipt of such Objection Notice,  have the right, upon reasonable notice and at
a reasonable  time,  to have the Payor's  accounts  and records  relating to the
calculation of the NSR in question audited by the auditors of the Payor. If such
audit  determines  that there has been a deficiency  or an excess in the payment
made to the Payee,  such  deficiency or excess will be resolved by adjusting the
next  monthly NSR payment due  hereunder.  The Payee shall pay all the costs and
expenses of such audit unless a  deficiency  of 2 1/2% or more of the amount due
is determined to exist. The Payor shall pay the costs and expenses of such audit
if a deficiency of 2 1/2% or more of the amount due is determined to exist.  All
books and records used and kept by the Payor to calculate  the NSR due hereunder
shall  be  kept  in  accordance  with  Canadian  generally  accepted  accounting
principles. Failure on the part of the Payee to make claim against the Payor for
adjustment  in such 60 day  period by  delivery  of an  Objection  Notice  shall
conclusively  establish the correctness and sufficiency of the Statement and NSR
payment in respect of the applicable quarter.

7. All profits and losses  resulting  from the Payor  engaging in any  commodity
futures trading,  option trading,  metals trading, gold loans or any combination
thereof,  and any other hedging  transactions  with respect to mineral  products
(collectively,   "HEDGING   TRANSACTIONS")   are   specifically   excluded  from
calculations  of the NSR pursuant to this Schedule,  it being  understood by the
parties that both the Payor and Payee may engage in speculative  hedging trading
activities for their own account.  All Hedging Transactions by the Payor and all
profits or losses associated therewith,  if any, shall be solely for the Payor's
account,  irrespective  of whether or not  mineral  products  are  delivered  in
fulfilment of such obligations.  When necessary to give effect to the provisions

<PAGE>
                                      -3-

of this  paragraph 7, Gross  Revenue from  mineral  products  subject to Hedging
Transactions by the Payor shall be determined pursuant to subclause  3.1(a)(ii),
rather than 3.1(a)(i) hereof.

8. Fair market  value shall be  determined  by using,  for gold,  the  quarterly
average  price of gold which  shall be  calculated  by  dividing  the sum of all
London Bullion Market Association P.M. Gold Fix prices reported for the calendar
quarter in question by the number of days for which such prices were quoted and,
for  silver  and other  metals,  the  quarterly  average  price  which  shall be
calculated  by dividing  the sum of all New York  Commodity  Exchange  ("COMEX")
prices  reported  for silver and the other metal quoted by and at the closing of
COMEX for the  calendar  quarter in  question by a number of days for which such
prices were quoted,  less, in each case, an amount reasonably  equivalent to the
deductions permitted by clause 3.2 hereof.

<PAGE>

                                   SCHEDULE C

           PERCENTAGE INTEREST OF THE MEMBERS OF THE HINTON SYNDICATE



Richard Ewing                               51%

James Smith                                 16%

Robert Wagner                               17%

J. Malcolm Slack                            16%

TOTAL                                      100%