MANAGEMENT
      AGREEMENT

     

    This
      Management Agreement is dated for reference August 4, 2005.

     

    BETWEEN:

     

    William
      Jefferies,
      businessman, of 753
      Sawyer’s Lane, Vancouver, BC V5Z 3Z8

     

    (the
      “Manager”)

     

    AND:

     

    MOSQUITO
      CONSOLIDATED GOLD MINES LIMITED,
      a
      company having a registered and records office located at Suite 1925, 700 West
      Georgia Street, PO Box 10037, Pacific Centre, Vancouver, BC, V7Y
      1A1

     

    (the
      “Company”)

     

    WHEREAS:

     

    A. The
      Company has agreed to retain the services of the Manager on the terms and
      conditions hereinafter set forth effective the date referenced above;
      and

     

    B. The
      Manager has agreed to be retained by the Company upon the terms and conditions
      hereinafter set forth.

     

    NOW
      THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and
      mutual covenants and agreements herein contained, the parties hereto covenant
      and agree each with the other as follows:

     

    
      	
              1.

            	
              RETAINER

            


    

     

    The
      Company hereby retains the Manager and the Manager hereby accepts such retainer,
      to perform the duties and render the services set forth herein during the term
      of this Agreement.

     

    
      	
              2.

            	
              TERM

            


    

     

    This
      Agreement shall be renewable for a term of one further year subject to the
      approval of the board of directors prior to each renewal.

     

    
      	
              3.

            	
              COMPENSATION

            


    

     

    As
      compensation for the services of the Manager during the term of this Agreement,
      the Company shall pay the Manager a monthly salary of $5,000.00.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              REIMBURSEMENT
                FOR EXPENSES

            


    

     

    The
      Manager will be reimbursed for all reasonable out-of-pocket expenses incurred
      by
      the Manager in or about the execution of his duties which are pre-approved
      by
      the Company.

     

    
      	
              5.

            	
              DUTIES
                AND SERVICES

            


    

    


    In
      carrying out its obligations under this Agreement the Manager
      shall:

    


    
      	 	
              (a)

            	
              perform
                normal business functions including book keeping, preparation of
                financial
                statements and otherwise operate and manage the administration of
                the
                Company's business in accordance with and as limited by this Agreement;
                and

            


    

    


    
      	 	
              (b)

            	
              co-ordinate
                the release of all information about the Company by filing the prescribed
                form of documents with governmental regulatory authorities as may
                be
                required from time to time including, but not limited
                to:

            


    

    


    -       
      audited
      and interim financial statements 

    -       
      quarterly
      reports

    -       
      annual
      reports

    -       
      filing
      statements

    -       
      statements
      of material facts

    -       
      certified
      copies of directors resolutions

    -       
      notices
      of change of address

    -       
      news
      releases.

     

    
      	
              6.

            	
              TERMINATION
                OF AGREEMENT

            


    

     

    Notwithstanding
      any other provision herein, it is understood and agreed by and between the
      parties hereto that the Manager may resign his retainer hereunder by giving
      one
      month’s written notice of such intention to resign.

     

    
      	
              7.

            	
              CONFIDENTIAL
                INFORMATION

            


    

     

    The
      parties hereto acknowledge and agree that the Manager will have access to
      confidential and secret information and therefore the Manager agrees that during
      the term of this Agreement and on termination or expiry of same, for any reason
      whatsoever, the Manager will not divulge or utilize for his own benefit or
      to
      the detriment of the Company any of such secret or confidential
      information.

     

    
      	
              8.

            	
              PERSONAL
                CONTRACT

            


    

     

    This
      Agreement and all other rights, benefits and privileges herein confirmed will
      be
      personal, and accordingly may not be assigned by the Manager.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              9.

            	
              NOTICES

            


    

     

    All
      notices or other instruments or communications provided for in this Agreement
      shall be in writing and signed by the party giving same and shall be deemed
      properly given if sent by courier deliver addressed to such part at the address
      set out above, or to such facsimile number as each party to this Agreement
      has
      provided to the other from time to time. Each party may by notice to the other
      party, specify any other address or facsimile number for the receipt of such
      notices, instruments or communications. Any notice, instrument or communication
      sent by facsimile transmission shall be deemed properly given only when received
      by the person to whom it is sent.

     

    
      	
              10.

            	
              APPLICABLE
                LAW

            


    

     

    This
      Agreement shall be governed by the laws of the Province of British Columbia,
      Canada.

     

    
      	
              11.

            	
              ENTIRE
                AGREEMENT

            


    

     

    This
      Agreement represents the entire agreement between the parties and supersedes
      any
      and all prior agreements and understandings, whether written or oral, between
      the parties. The Manager acknowledges that he was not induced to enter into
      this
      Agreement by any representation, warranty, promise or other statement except
      as
      contained herein.

     

    
      	
              12.

            	
              AMENDMENT

            


    

     

    This
      Agreement may not be amended or otherwise modified except in writing signed
      by
      both parties.

     

    
      	
              13.

            	
              HEADINGS

            


    

     

    All
      headings and titles in this Agreement are for reference only and are not to
      be
      used in the interpretation of the terms hereof.

     

    
      	
              14.

            	
              ACCEPTANCE
                OF AGREEMENT

            


    

     

    This
      Agreement is subject to the approval of the Board of Directors of the
      Company.

     

    IN
      WITNESS WHEREOF the parties hereto have executed this Agreement as of the
      4th
      day of
      August, 2005.

     

    /s/
      William Jefferies

    
      
        

      

    

    WILLIAM
      JEFFERIES

     

     

    MOSQUITO
      CONSOLIDATED GOLD MINES LIMITED

     

     

    Per:
      /s/
      Brian McClay     

    
      

    

    Authorized
      Signatory