Filed by Automated Filing Services Inc. (604) 609-0244 - Lincoln Gold Corp. - Exhibit 10.4





 LINCOLN GOLD CORP.

  PO BOX 3711 STN TERMINAL

  349 WEST GEORGIA STREET, VANCOUVER

  BC CANADA V6B 3Z1 


April 18th, 2004


 Mr. Kenneth D. Cunningham 

  President and Chief Executive Officer

  Miranda U.S.A., Inc. 

  Miranda Gold Corp., 

  306-1140 Homer Street 

  Vancouver, B.C. V6B 2X6 

  CANADA 

 Re: Hercules Joint Venture, Lyon County, Nevada 


Dear Mr. Cunningham:


 The purpose of this letter ("Letter Agreement") is to set
  forth binding contract terms between Miranda U.S.A., Inc., a Wyoming corporation
  ("Miranda USA") and its parent corporation, Miranda Gold Corp., a British Columbia
  corporation ("Miranda Gold") (collectively, "Miranda") and Lincoln Gold Corp.,
  a Nevada corporation ("Lincoln"). The properties subject to this Letter Agreement
  are ownership and leasehold interests in unpatented mining claims located in
  Lyon County, Nevada, known collectively as the Hercules Prospect, all as described
  more specifically in Attachment 1 hereto (the "Properties"). 

 1. Grant of Exclusive Right to Acquire Interest in Properties
  and Enter into Joint Venture Agreement. Miranda hereby grants to Lincoln the
  exclusive right to acquire an undivided interest in the Properties, subject
  to the terms and conditions of this Letter Agreement and a Joint Venture Agreement,
  which shall be based upon the Rocky Mountain Mineral Law Foundation's Model
  Exploration, Development and Mine Operating Agreement, 1996 Edition ("Form 5A"),
  as more specifically described in paragraph 4 below. 

 2. Within 5 business days after the signing of this Letter
  Agreement Lincoln shall make a payment to Miranda in the amount of $10,000.


 3. Lincoln Payments and Work Expenditures. In order to maintain
  this Letter Agreement in effect, Lincoln must make the payments and incur the
  work expenditures described in paragraphs 3.A and 3.B below, respectively. If
  Lincoln fails in either case to do so, the sole effect shall be termination
  of this Letter Agreement as of the applicable deadline, except for the BLM and
  County maintenance fees due in 2004 for the claims within the Properties, except
  for the first annual payment due to Miranda by September 8, 2004 and except
  for certain lease and claim maintenance payments as provided in paragraph 3.B
  below. By signing this Letter Agreement Lincoln guarantees that it will pay
  the BLM and County maintenance fees due in 2004 for the claims within the Properties,
  will pay to Miranda the first lease payment by September 8, 2004 








 and will complete the first $75,000 work expenditure or 3600
  feet of drilling, as described in paragraph 3.B below, by September 18, 2004.


 A. Payments: The following payments to Miranda shall be due
  on or before the following dates: 

	Due Date	Amount	 
	September 8, 2004	$	14,000	 
	September 8, 2005	$	16,500	 
	September 8, 2006	$	26,500	 
	September 8, 2007	$	39,000	 
	September 8, 2008 and every year thereafter :	$	3,000	 


 Miranda shall designate an account to which such payments
  may be made by wire transfer. A payment shall be deemed to have been made timely
  by Lincoln if its wire transfer is initiated or its check is transmitted by
  express courier on or before the applicable due date. Miranda shall apply the
  above payments to the extent necessary to timely pay in full all lease and option
  payments due the underlying property owners. The Property is subject to the
  royalty described in paragraph 6 below. Until the parties enter into a Joint
  Venture Agreement pursuant to paragraph 4 below, Lincoln shall have sole responsibility
  and liability for annual BLM and County maintenance fees for unpatented claims
  within the Properties. 

 B. Work Expenditures: Lincoln shall expend the following amounts
  by each of the following dates on Exploration (as defined in Form 5A) operations
  on or for the benefit of the Properties: 

	Deadline	Amount	 
	 	 	 
	September 8, 2004	$75,000 or 3600 feet of reverse circulation drilling, whichever
      is less	 
	September 8, 2005	$150,000	 
	September 8, 2006	$150,000	 
	September 8, 2007 and every year thereafter until commencement of commercial
      production:	$200,000	 


 Excess amounts expended in any year shall credit against subsequent
  years' requirements only until such time as Lincoln has expended $2,500,000
  by September 8, 2009 and earned a 60.0 percent Participating Interest in the
  Joint Venture. Failure to meet the work commitments in any year causes forfeiture
  of a 100% interest in the project back to Miranda. If Miranda elects to be carried
  until Lincoln has earned a 70% interest as described in paragraph 5 below, then
  all property expenditures shall be the responsibility of Lincoln until Lincoln
  has earned its 70% Participating Interest. Failure by Lincoln to meet the work
  commitments in any year causes forfeiture of a 100% interest in the project
  back to Miranda. 

 If this Letter Agreement terminates within 60 days of the
  due dates for any lease or other contractual payments related to the Properties
  or within 90 days of the deadline for annual BLM and County maintenance fees
  for unpatented claims within the Properties, Lincoln shall be obligated to make
  those payments or pay those fees, as applicable. No Properties shall be dropped
  or released while this Letter Agreement remains in effect, unless both Lincoln
  and 








 Miranda approve of same in writing. For purposes of determining
  what charges and costs will credit against the above expenditure requirements,
  the parties shall utilize the Accounting Procedures attached as Exhibit B to
  Form 5A, with the exception that the charge under Subsection 2.13(a)(i) of those
  accounting procedures for Lincoln's home office and general and administrative
  expenses shall be a flat fee of 5.0% of all Allowable Costs (as defined in those
  Accounting Procedures). Lincoln and Miranda agree that this figure may be adjusted
  upward if Lincoln can demonstrate by audited statements that home office and
  general and administrative expenses related to the Joint Venture are greater
  than 5.0% of all Allowable Costs and that the percentage charge should be raised
  by at least 1.0 to a total of 6.0% or higher. Any such increase must be reconfirmed
  on an annual basis, and if not reconfirmed the percentage charge allowed will
  revert to 5.0%. 

 C. Responsibility for Reclamation and Environmental Conditions:
  Unless and until the parties enter into a Joint Venture Agreement pursuant to
  paragraph 4 below, Lincoln shall have sole responsibility and liability for
  reclamation of disturbances of the Properties caused by its Exploration operations
  pursuant to paragraph 3.B above; and Miranda shall retain sole responsibility
  and liability for all other environmental conditions of the Properties. If and
  at such time as the parties enter into the Joint Venture Agreement pursuant
  to paragraph 4 below, the responsibility and liability for the environmental
  conditions of the Properties, regardless of when created, shall be borne by
  the Joint Venture, unless Lincoln continues to work towards a larger Participating
  Interest, in which case Lincoln shall continue to have sole responsibility and
  liability for reclamation of disturbances of the Properties caused by its Exploration
  operations until such time as the parties enter into the Joint Venture Agreement
  with determined Participating Interests. 

 4. Conditions for Entering into Joint Venture Agreement
  and Lincoln's Retention of a 60% 

 Interest. Subject to Miranda’s election in paragraph
  5, at such time as Lincoln has expended $2,500,000 before September 8, 2009:


 A. The parties shall enter into a Joint Venture Agreement,
  based upon Form 5A, which shall be modified so as to be consistent with the
  provisions of this Letter Agreement and to incorporate the terms contained in
  Attachment 2 hereto; 

 B. Lincoln shall contribute as its Initial Contribution pursuant
  to Section 5.1 of Form 5A its undivided 60% interest in the Properties; 

 C. Miranda shall contribute as its Initial Contribution pursuant
  to Section 5.1 of Form 5A its undivided 40% interest in the Properties; and


 D. This Letter Agreement shall terminate, and all subsequent
  operations on and for the benefit of the Properties shall be governed by the
  Joint Venture Agreement. 

 If Lincoln fails to expend at least $2,500,000 by September
  8, 2009, this Letter Agreement shall terminate as of that date. 

 If Miranda elects to allow Lincoln to proceed to a 70% interest,
  as described in paragraph 5 herein, then this Letter Agreement shall continue
  to govern the agreement between the parties until Lincoln has earned a 70% interest,
  and then the Initial Contributions described above in this paragraph 4 shall
  be Lincoln as to 70% and Miranda as to 30%. 

 5. Miranda, at its election, can participate at 40% or elect
  to be carried until Lincoln makes a positive decision to develop what is determined
  by a bankable Feasibility Study and other 








 studies, as required, to be an economic deposit on the Property.
  By delivering the bankable Feasibility Study and other relevant studies and
  information that support Lincoln’s decision to develop, to Miranda, Lincoln
  will have earned an additional 10% interest with the result that it shall own
  a 70% interest and Miranda will own a 30% interest. If Miranda elects to be
  carried until Lincoln has earned a 70% interest as described herein, then all
  property expenditures shall be the responsibility of Lincoln until Lincoln has
  earned its 70% Participating Interest. 

 6. Purchase of Portion of Underlying Royalty. Lincoln and
  Miranda understand that some or all of the Properties are burdened by a royalty
  in net smelter returns, pursuant to the underlying Property Option Agreements.
  A copy of the royalty terms are attached hereto as Attachment 3. Miranda has
  the right to reduce those royalties by 3%, upon payment of $2,180,000 to the
  underlying Optionors/Vendors. If the Management Committee of the Joint Venture
  determines that such a purchase is in the best interests of the Joint Venture,
  it shall direct the Manager to purchase same, and the Manager shall issue a
  cash call to the Participants, who shall provide the funds for that purchase
  in proportion to their respective Participating Interests at the time of that
  cash call. 

 7. Representations and Warranties. 

 A. Miranda and Lincoln hereby incorporate by reference the
  Participants' representations and warranties contained in Section 3.1 of Form
  5A. 

 B. Miranda and Lincoln hereby represent and warrant that they
  have received and reviewed full and complete copies of Form 5A, including all
  Exhibits thereto. 

 8. Insurance and Indemnity. 

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

 B. Form and Certificates. The policy of insurance required
  to be carried by Lincoln pursuant to this Section shall be with a company of
  comparable size and capabilities commensurate with industry standards for insuring
  similar operations within the State of Nevada. Such policy shall name Miranda
  as an additional insured and contain a cross liability and severability endorsement.
  Lincoln’s insurance policy shall also be primary insurance without right
  of contribution from any policy carried by Miranda. A certificate of insurance
  and a copy of Lincoln’s insurance policy shall be provided to Miranda before
  any entry by Lincoln or its agents or employees on the Property and shall provide
  that such policy is not subject to cancellation, expiration or change, except
  upon thirty (30) days prior written notice to Miranda. 

 C. Waiver of Subrogation. Lincoln and Miranda each waives
  any and all rights of recovery against the other, and against the partners,
  members, officers, employees, agents and representatives of the other, for loss
  of or damage to the Property or injury to person to the extent such damage or
  injury is covered by proceeds received under any insurance policy carried by
  Miranda or Lincoln and in force at the time of such loss or damage. 








 D. Waiver and Indemnification. Miranda shall not be liable
  to Lincoln and Lincoln waives all claims against Miranda for any injury to or
  death of any person or damage to or destruction of any personal property or
  equipment or theft of property occurring on or about the Property or arising
  from or relating to Lincoln’s business conducted on the Property. Lincoln
  shall defend, indemnify and hold harmless Miranda and its members, officers,
  directors, agents and employees from and against any and all claims, judgments,
  damage, demands, losses, expenses, costs or liability arising in connection
  with injury to person or property from any activity, work, or things done, permitted
  or suffered by Lincoln or Lincoln’s agents, partners, servants, employees,
  invitees or contractors on or about the Property, or from any breach or default
  by Lincoln in the performance of any obligation on the part of Lincoln to be
  performed under the terms of this Agreement (all of the foregoing collectively
  referred to as “General Indemnity Claims”). Lincoln agrees to defend
  all General Indemnity Claims on behalf of Miranda, with counsel reasonably acceptable
  to Miranda. The obligations of Lincoln contained in this Section shall survive
  the expiration of the term or sooner termination of this Agreement. 

 9. “After Acquired Properties” means any and all
  mineral interests staked, located, granted or acquired by or on behalf of either
  of the parties hereto during the currency of this Agreement which are located,
  in whole or in part, within two miles of the existing perimeter of the Properties.


 The parties covenant and agree, each with the other, that
  any and all After Acquired Properties shall be subject to the terms and conditions
  of this Agreement and shall be added to and deemed, for the purposes hereof,
  to be included in the Property. 

 10. Liens and Notices of Non Responsibility. Lincoln agrees
  to keep the Property at all times free and clear of all liens, charges and encumbrances
  of any and every nature and description done made or caused by Lincoln, (except
  for the right of Lincoln to obtain financing for development or production)
  and to pay, and defend, indemnify and hold harmless Miranda from and against,
  all indebtedness and liabilities incurred by or for Lincoln which may or might
  become a lien, charge or encumbrance; except that Lincoln need not discharge
  or release any such lien, charge or encumbrance so long as Lincoln disputes
  or contests the lien, charge or encumbrance and posts a bond sufficient to discharge
  lien acceptable to Miranda. Subject to Lincoln’s right to post a bond in
  accordance with the foregoing, if Lincoln does not within thirty (30) days following
  the imposition of any such lien, charge or encumbrance, cause the same to be
  released of record, Miranda shall have, in addition to Miranda’s contractual
  and legal remedies, the right, but not the obligation, to cause the lien to
  be released by such manner as Miranda deems proper, including payment of the
  claim giving rise to such lien, charge or encumbrance. All sums paid by Miranda
  for and all expenses incurred by it in connection with such purpose, including
  court costs and attorney’s fees, shall be payable by Lincoln to Miranda
  on demand with interest at an interest rate of LIBOR plus three percent (3%)
  per annum. 

 11. "Dollars" and "$". All references to "Dollars" and "$"
  are to United States Dollars. 

 12. Force Majeure. The provisions of Section 19.7 of Form
  5A are incorporated herein by reference with respect to obligations of Lincoln
  and time periods for work expenditures under paragraph 3.B above. The blank
  in that section, for purposes of this Letter Agreement, shall be "two (2)" months.


 13. Miranda’s Right to Data and Confidentiality. During
  the term of this Letter Agreement, Miranda shall have the right to review the
  accounts and all data and information obtained by Lincoln regarding the Properties,
  provided that it provides Lincoln with reasonable advance 








 notice of its desire to inspect same and provided further
  that such information shall be provided to Miranda without any representations
  or warranties by Lincoln as to the accuracy or completeness of same. Lincoln
  shall prepare and deliver to Miranda reports of its progress and findings as
  soon as reasonably possible, if that information is reasonably determined by
  Lincoln or Miranda to be material for disclosure purposes, and in any event
  shall be delivered to Miranda on at least an annual basis. All such information
  shall be kept confidential by the parties and shall not be disclosed except
  as may be necessary to comply with rules or regulations of any governmental
  agency or stock exchange. Miranda shall have the right, subject to reasonable
  advance notice to Lincoln, to prepare and disseminate news releases on the results
  and progress of Exploration operations on the Properties. 

 14. Reports. On or before April 1 following each year during
  which this Agreement is effective, Lincoln shall deliver to Miranda a report
  of all of Lincoln’s activities conducted on the Properties for the previous
  calendar year. 

 15. Inspection. Miranda or Miranda’s duly authorized
  representatives shall be permitted to enter on the Property and Lincoln’s
  workings at all reasonable times for the purpose of inspection, but they shall
  enter on the Property at their own risk and in such a manner which does not
  unreasonably hinder, delay or interfere with Lincoln’s operations. 

 16. Bonds. Lincoln shall secure a bond accepted by the Nevada
  State Office of the Bureau of Land Management prior to any Exploration work
  commencing by Lincoln on the Properties. 

 Alternatively, the Nevada State Office of the Bureau of Land
  Management has accepted a bond secured by certified funds in the amount of $9,800.00
  from Miranda. Lincoln hereby agrees to pay to Miranda the full value of the
  bond on the Properties prior to any Exploration work commencing on the Properties.


 If Lincoln relies on the bond secured by Miranda, then Miranda
  shall repay to Lincoln any amounts refunded from the Bureau of Land Management
  in respect of this bond, upon receipt of such funds by Miranda. 

 17. Governing Law; Jurisdiction and Venue. This Letter Agreement
  shall be governed by Nevada law, and any disputes hereunder shall be resolved
  in Nevada State or Federal court. 

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

 MIRANDA U.S.A., INC., a Wyoming corporation 

 “Kenneth Cunningham”  

 By: Kenneth Cunningham 

  Title: Presient 

  Date of Execution: 




 MIRANDA GOLD CORP., a British Columbia corporation 

 “Kenneth Cunningham  


 By: Kenneth Cunningham 

  Title: President Date of Execution: 


LINCOLN Gold Corp., a Nevada corporation


 By: “Paul Saxton” 

  Title: President 

  Date of Execution: 





 ATTACHMENT 1 to 

  Letter Agreement 

  Between 

  Lincoln Gold Corp., Miranda U.S.A., Inc. 

  and Miranda Gold Corp. 

	 Leases and Agreements 

    [Describe by title, parties and date and list patented and unpatented mining
    claims (with information described in 2 and 3 below) and other properties
    subject thereto] 

      
	 Owned Patented Mining Claims 

    [Describe by claim name and patent and mineral survey numbers] 

      
	 Owned Unpatented Mining Claims 

    [Describe by claim name and county recordation and BLM filing numbers] 

      
	 Other Properties 

    [Provide legal descriptions] 









Schedule “A”



Hercules Property, Lyon County, Nevada



The claims are located in sections 13, 24, 25, and 26, T16N, R22E and Sections 18, 19 and 30, T16N, R23E, MDB&M, Lyon County, Nevada.


	 	COUNTY	BLM
	CLAIM NAME	DOCUMENT

      NUMBER	NMC NUMBER
	Apollo 1	284854	832280
	Apollo 3	284855	832281
	Apollo 5	284856	832282
	Apollo 7	233916	804993
	Apollo 9	284857	832283
	Apollo 11	284858	832284
	Apollo 16	233918	804994
	Apollo 17	233919	804995
	Apollo 18	284859	832285
	Apollo 19	233920	804996
	Apollo 20	284860	832286
	Apollo 21	233921	804997
	Apollo 22	284861	832287
	Apollo 23	284862	832288
	Apollo 24	233922	804998
	Apollo 25	284863	832289
	Hercules 1	284864	832290
	Hercules 2	233902	804978
	Hercules 3	233903	804979
	Hercules 4	284865	832291
	Hercules 5	284866	832292
	Hercules 6	284867	832293
	Hercules 7	286114	832294
	Hercules 8	286115	832295
	Hercules 12	284870	832296
	Hercules 13	284871	832297
	Hercules 14	284872	832298
	Hercules 19	284873	832299
	Hercules 44	284874	832300
	Hercules 45	284875	832301







 

	Hercules 46	284876	832302
	Hercules 47	284877	832303



 

	Hercules 48	233908	804984
	Hercules 49	233909	804985
	Hercules 50	284878	832304
	Hercules 51	284879	832305
	Hercules 52	233911	804987
	Hercules 53	233912	804988
	Hercules 54	284880	832306
	Hercules 55	284881	832307








 ATTACHMENT 2 

  to 

  Letter Agreement 

  Between 

  Lincoln Gold Corp., Miranda U.S.A., Inc. and Miranda Gold Corp. 

 Set forth below are provisions to be inserted in the Sections
  set forth below of Form 5A: 

 Items marked * represent the most substantive provisions.


 1. Section 2.2: Name under which the Assets are to be managed
  and operated by the Participants. 

 *2. Section 2.5: Maximum number of consecutive days that production
  in commercial quantities can be halted, but that Products still be deemed to
  be produced on a "continuous basis" for purposes of extending the Agreement's
  term. 

 3. Sections 3.2(d) and (e): Assessment year through which
  the Participant that is the owner of the unpatented claims represents assessment
  work and maintenance fees have been timely paid. 

 *4. Section 3.7(a)(v): The aggregate dollar amount that will
  be deemed to constitute a "Material Loss" for indemnification purposes. 

 *5. Sections 5.1(a) and (b): Dollar amounts to be credited
  to the Participants' respective Equity Accounts as their Initial Contributions.
  In the case of the Participant that is not contributing the Properties, this
  dollar amount is the earn-in funding requirement. 

 6. Section 5.2(b): Time period during which the Participant
  that is not contributing the Properties may withdraw if it determines that conditions
  may exist on the Properties that, in its judgment, may result in violation of
  Environmental Laws. 

 *7. Section 6.3(a): Participating Interest percentage at which
  a Participant shall be deemed to have withdrawn from the Business and be required
  to relinquish its Participating Interest. Also, percentages of Net Proceeds
  and of the Reduced Participant's Equity Account balance as a ceiling on dollar
  amount of Net Proceeds to be paid to that Participant. 

 *8. Section 6.3(b): Percentage thresholds for recalculations
  of adjustments in Participating Interest percentages if money spent by the Non-Reduced
  Participant varies from original budgeted amount. 








 9. Section 7.1: Numbers of members on Management Committee
  and members representing each party. 

 *10. Section 7.2: The Participating Interest percentage that
  will determine the decisions of the Management Committee. 

 11. Section 7.3(a): Location of Management Committee meetings
  and number of days of advance notice of same that Manager is to provide to the
  Participants. 

 12. Section 7.3(b): The number of days advance notice either
  Participant may call a meeting if a prior meeting did not have a quorum. 

 13. Section 7.3(c): The number of days advance notice for
  putting items on the agenda and number of days for Manager to prepare and distribute
  minutes of meetings. 

 14. Section 8.1: Name of Manager. [Lincoln] 

 *15. Section 8.2(g): Dollar threshold of Manager's expenditures
  that requires prior approval of non-managing Participant. 

 *16. Section 8.2(i): Maximum dollar value of Assets that can
  be disposed of by Manager without non-manager's consent. 

 17. Section 8.2(o): Time period after completion of each Program
  and Budget in which Manager must submit a detailed final report. 

 18. Section 8.4: Number of months prior notice the Manager
  must provide on resignation and number of days in which the other Participant
  shall have the right to elect to become the Manager. 

 19. Section 8.4(a): The Participating Interest percentage
  threshold below which the Manager shall be deemed to have withdrawn. 

 20. Section 9.3: The number of months prior to the expiration
  of a Program and Budget that a new proposed Program and Budget for the succeeding
  year must be prepared by the Manager and submitted to the Management Committee
  for review and consideration. 

 21. Section 9.4: Time period after submission of the proposed
  Program and Budget in which Participant must make its election in writing to
  approve, modify or reject the proposed Program and Budget. 

 22. Section 9.6(a): Time period after conclusion of a Program
  and Budget in which the Manager must report the amount of money spent under
  that Budget to a Participant who had elected not to participate in that Budget.









 *23. Section 9.6(c): Percentages and time periods for a Reduced
  Participant to reinstate its Participating Interest if the Manager expends a
  certain amount less than the Adopted Budget. 

 24. Section 9.7(a): Time period for Manager to submit a Pre-Feasibility
  Study Program and Budget to the Management Committee after the Committee adopts
  a proposal for same. 

 25. Section 9.8(f): Time period after receipt of a Pre-Feasibility
  Study in which Management Committee must convene a meeting for purposes of reviewing
  same. 

 *26. Section 9.9: Time period after selection of an Approved
  Alternative in which Manager must submit a Program and Budget to the Management
  Committee for preparation of a Feasibility Study. 

 27. Section 9.10(a): Amount of time Manager must wait after
  receipt of a Feasibility Study before submitting a Program and Budget that includes
  Development to the Management Committee. 

 28. Section 9.10(b): Time period for Manager to submit a Bid
  Report to the Management Committee and the percentage limitation on Development
  costs over adopted Program and Budget. 

 29. Section 9.11: Time deadline for Manager's submission of
  Program and Budget for Expansion or Modification after its receipt of a Feasibility
  Study for same. 

 30. Section 9.12: Percentage limitation on Budget overruns.
  [10%] 

 31. Section 10.2: Number of days working capital to be maintained
  by Manager. 

 32. Section 10.3: Interest rate to be applied to delinquent
  cash call payments. [N/A] 

 *33. Sections 10.5(b)(i)(A) and (B): Default percentages for
  calculating dilution. [N/A] 

 *34. Section 10.5(b)(ii): Percentages of Net Proceeds to be
  received by the defaulting Participant in the event of its default relating
  to a Program and Budget cash call. 

 *35. Section 10.5(c): Number of days a default must run before
  a non-defaulting Participant shall have the right to elect to purchase the defaulting
  Participant's Participating Interest, and the percentage of fair market value
  for which that interest may be purchased. [N/A] 

 36. Section 10.6(a): Number of days after the end of each
  calendar year in which an audit must be completed. 








 37. Section 12.2: Length of time that must run before the
  Agreement is terminated due to deadlock because of the Management Committee's
  failure to adopt a Program and Budget. 

 *38. Section 12.6: Number of months in which a withdrawing
  Participant must not acquire any properties within the Area of Interest. 

 39. Sections 13.2, 13.3 and 13.4: Time periods for notice
  and exercise of option with respect to acquisitions within Area of Interest.


 40. Sections 16.2(g)(ii): Time period within which a public
  auction of an encumbered Participating Interest must be held. 

 41. Section 17.1: Governing law. [Nevada] 

 42. Section 17.2: Specification of forum? [Nevada-courts]


 43. Section 17.3: Arbitration? 

 44. Section 19.1: Addresses for notices. 

 45. Section 19.7: Time period that must run before a delay
  caused by governmental approvals can constitute Force Majeure. 

 46. Exhibit B – Accounting Procedures, Section 2.13(a):
  Percentages for Management Fees during Exploration, Development and Major Construction
  and Mining Phases. 

 47. Exhibit D – Definitions – "Expansion" or "Modification":
  Percentage by which anticipated costs of expansion or modification exceed original
  capital costs of Development, in order to be deemed to be "material". 

 *48. Exhibit F – Insurance: The minimum levels of different
  insurances. 

 49. Exhibit H – Preemptive Rights: Time periods for election
  to purchase and percentage thresholds for the transferring Participants and
  transferee's Net Worth. 





 ATTACHMENT 3 

  to 

  Letter Agreement 

  Between 

  Lincoln Gold Corp., Miranda U.S.A., Inc. 

  and Miranda Gold Corp. 


[Attach Copy of Royalty Instrument]



SCHEDULE “B” 



“Net Smelter Return” shall mean the aggregate proceeds received by the Optionee from time to time from any smelter or other purchaser from the sale of any ores, concentrates, metals or any other material of commercial value produced by and
from the Property after deducting from such proceeds the following charges only to the extent that they are not deducted by the smelter or other purchaser in computing the proceeds:


	 	(a)

        	The cost of transportation of the ores, concentrates or metals
      from the Property to such smelter or other purchaser, including related
      insurance;
  
	 	(b)	Smelting and refining charges including penalties; and


 The Optionee shall reserve and pay to the Optionor a NSR equal
  to three (3%) percent of Net Smelter Return. 

 Payment of NSR payable to the Optionor hereunder shall be
  made quarterly within thirty (30) days after the end of each calendar quarter
  during which the Optionee receives Net Smelter Returns in U.S. dollars or in
  kind bullion at the discretion of the Optionor. Within sixty (60) days after
  the end of each calendar quarter for which the NSR are payable to the Optionor,
  the records relating to the calculation of NSR for such year shall be audited
  by the Optionee and any adjustments in the payments of NSR to the Optionor shall
  be made forthwith after completion of the audit. All payments of NSR to the
  Optionor for a calendar year shall be deemed final and in full satisfaction
  of all obligations of the Optionee in respect thereof if such payments or the
  calculations thereof are not disputed by the Optionor within sixty (60) days
  after receipt by the Optionor of the same audited statement. The Optionee shall
  maintain accurate records relevant to the determination of the NSR and the Optionor,
  or its authorized agent, shall be permitted the right to examine such records
  at all reasonable times.