MANAGEMENT
      AGREEMENT

     

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

     

    BETWEEN:

     

    BRIAN
      MCCLAY,
      businessman, of 938
      West
      49th
      Avenue,
      Vancouver, BC V5Z 2S9

     

    (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 $8,000.00.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              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)

            	
              subject
                to the Company's approval and the Company's right to designate legal
                counsel to engage such legal counsel, auditors, brokers, or other
                agents
                as may be necessary for the proper performance of the duties of the
                Manager hereunder;

            


    

    


    
      	 	
              (b)

            	
              notify
                the Company promptly of any lawsuits, or governmental orders or actions
                or
                any threats thereof that become known to the Manager that might adversely
                affect the Company or any interest of the Company, provided that
                in the
                case of a threat thereof, actual steps to enforce such threat must
                become
                known to the Manager or in the Manager's reasonably judgment appear
                imminent;

            


    

    


    
      	 	
              (c)

            	
              assist
                the Company in complying with all present and future laws, ordinances,
                orders, rules, regulations and requirements (the "Laws") of all federal,
                provincial and local governments, courts, departments, commissions,
                boards
                and offices, or any other body exercising functions similar to those
                of
                any of the foregoing;

            


    

    


    
      	 	
              (d)

            	
              give
                prompt notice to the Company of any violation or notice of alleged
                violation of any Law and to deliver to the Company copies of any
                such
                supporting papers received in connection with such notice; the Manager
                shall not bear responsibility for failure of the Company to comply
                with
                such Laws unless the Manager is negligent or has committed a wilful
                act or
                omission in the performance of its obligations under this Agreement
                or in
                the performance of any other duties owed to the Company or third
                parties
                by the Manager;

            


    

    


    
      	 	
              (e)

            	
              assist
                the Company in obtaining, developing, and maintaining contacts with
                other
                persons or companies who might assist the Company in developing and
                meeting business objectives;

            


    

    


    
      	 	
              (f)

            	
              do
                all such acts and things as may be required to foster and facilitate
                and
                enhance a positive reputation of the Company and its securities in
                the
                marketplace;

            


    

    


    
      	 	
              (g)

            	
              handle
                inquiries and reasonable requests from the general public or any
                regulatory authorities which, in the event an expenditure of money
                is
                required, shall be at the Company's
                expense;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (h)

            	
              notify
                the Company or any major inquiry, complaint or request made by the
                general
                public or any regulatory authority and deliver to the Company copies
                of
                any supporting papers received in connection with such inquiry, complaint
                and request;

            


    

    


    
      	 	
              (i)

            	
              at
                the Company's expense, undertake public relations and advertising
                campaigns to advertise and make the public aware of the Company and
                its
                business;

            


    

    


    
      	 	
              (j)

            	
              perform
                all other functions relating to administration and promotion of the
                Company as may be customary and usual for the management of a company
                of
                the size and nature of the Company, in accordance and as limited
                by this
                Agreement;

            


    

    


    
      	 	
              (k)

            	
              perform
                any other services or functions reasonably required by the Company
                and
                within the general scope of the Manager's duties as set forth in
                this
                Agreement;

            


    

    


    
      	 	
              (l)

            	
              perform
                other normal business functions and otherwise operate and manage
                the
                administration of the Company's business in accordance with and as
                limited
                by this Agreement; and

            


    

    


    
      	 	
              (m)

            	
              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/
Brian
      McClay
      
        

      

    

    BRIAN
      MCCLAY

     

     

    MOSQUITO
      CONSOLIDATED GOLD MINES LIMITED

     

     

    Per:
      /s/
      William Jefferies     

    
      

    

    Authorized
      Signatory