MINERAL
      CLAIMS OPTION AGREEMENT

     

    THIS
      AGREEMENT is dated for reference the 30th day of January, 2004

     

    
      	BETWEEN	
              MOSQUITO
                CONSOLIDATED GOLD MINES LIMITED, a
                company incorporated
                under the laws of the Province of British Columbia and having
                an office at 301-455 Granville Street, Vancouver, S.C. V6C 1T1
                (Hereinafter
                called the "Vendor")

            


    

     

    
      	AND:	
              RUNNING
                FOX RESOURCE CORP., a
                company incorporated under the laws of the Province of British Columbia
                and having an office at 1030 E.
                10lh
                Ave, Vancouver, B.C. V6Y 2R5 

            


    

     

    (Hereinafter
      called the "Purchaser")

     

    WHEREAS:

     

    A.
      The
      Vendor owns a 100% interest (subject to a 2.0% NSR) in and to the Brett
Property
      mineral claims (all as more particularly set out in Schedule "A" attached
hereto
      and referred to collectively hereinafter as the "Property");

     

    B.
      The
      Vendor and the Purchaser have agreed to enter into this Option Agreement
whereby
      the Purchaser will acquire a 50% undivided interest in the
      Property.

     

    NOW
      THEREFORE THIS INDENTURE WITNESSETH that in consideration of the premises
      and the covenants, agreements, representations, warranties and payments
hereinafter
      contained, the parties hereto covenant and agree as follows:

     

    PART
      1

    OPTION
      TO PURCHASE AND SALE
      OF
      CLAIMS

     

    
      
        	1.1	
                Upon
                  the terms and subject to the conditions hereof, the Vendor hereby
                  grants
                  to the
                  Purchaser the exclusive option (the "Option") to purchase a 50%
                  interest
                  in and to the Property.

              


      

       

    

    
      	
              1.2

            	
              The
                mine workings, all buildings and all assets currently located on
                the
                Property, or
                to be located on the Property during the term of this Agreement,
                will be
                included as part of the Property.

            


    

     

    
      	1.3	
              During
                the currency of this Agreement, prior to the exercise of the Option,
                the
                "Purchaser,
                its employees, agents and independent contractors will have the
                exclusive
                right and option to:

            


    

     

    
      	
            	(a)	
              Enter
                upon the Property;

            


    

     

    
      	
            	(b)	
              Do
                such joint or
                independent
                sampling, prospecting, exploration,  development
                or other mining work thereon or thereunder as the Purchaser
                may deem advisable;
                and

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
            	(c)	
              Bring
                and erect upon the Property such, facilities as the Purchaser may
                deem
                advisable

            


    

    


    
      	
            	1.4	
              The
                Vendor and Purchaser hereby agree to a 20 kilometer Area of ivlutual
                Interest
                surrounding the Property

            


    

    


    PART
      2


    EXERCISE
      OF OPTION

    


    
      	2.1	
              In
                order to exercise the Option:

            


    

     

    
      	
            	(a)	
              the
                Purchaser must fund an exploration program to be carried out within
                12
                months of the date of this Agreement in the minimum amount of five
                hundred
                thousand dollars ($500,000), all as more particularly set out on
                Schedule
                "B", attached hereto and forming part of this
                Agreement;

            


    

     

    
      	
            	(b)	
              issue
                200,000 common shares with a deemed value of $0.40 cents per
                share, to the Vendor upon TSX
                approval.

            


    

    


    
      	2.2	
              Any
                recovered gold, precious metals or minerals, money from the sale
                of gold,
                precious metals or minerals, or other value extracted from the Property,
                in. the course of a bulk sample or otherwise from the Property during
                the
                term of this Agreement will be shared equally, 50/50, between the
                Vendor
                and the Purchaser, and will be applied to the total $500,000 program,
                reducing funds required from the Purchaser
                thereby.

            


    

    


    
      	2.3	
              At
                the Purchaser's option, the earn-in and vesting may be accelerated
                by
                paying any amount otherwise to be payable under the exploration and
                bulk
                sample program, directly to the Vendor, such that when the Purchaser
                has
                funded a total of $500,000 either towards the bulk sample program,
                or from
                its 50% share of recovered gold or minerals from the Property, or
                paid
                directly to the Vendor, or any combination thereof, the earn-in will
                be
                completed and title to 50% of the Property will vest with the
                Purchaser.

            


    

    


    PART
      4

    REPRESENTATIONS
      AND WARRANTIES OF THE VENDOR

     

    The
      Vendor resents and warrants to the Purchaser as follows, with the intent that
      the Purchaser will rely thereon in entering into this Agreement and in
      concluding the purchase and sale contemplated herein.

    


    
      	4.1	
              The
                Vendor is a corporation duly incorporated, validly existing and in
                good
                standing under the laws of British Columbia, and has the power and
                capacity to own and dispose of the Property and to carry on business
                as
                now being conducted
                by it, and enter into this Agreement and carry out its terms to the
                full
                extent.

            


    

     

    
      	4.2	
              The
                execution and delivery of this Agreement and the completion of the
                transaction contemplated hereby has been duly and validly authorized
                by
                all necessary corporate action on the part of the Vendor, and this
                Agreement constitutes
                a legal, valid and binding obligation of the Vendor enforceable against
                the
                Vendor in accordance with its terms except as may be limited by laws
                of
                general
                application affecting the rights of
                creditors.

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	4.3	
              Neither
                the execution and delivery of this Agreement, nor the completion
                .of the
                purchase
                and sale contemplated herein wil/ violate any of the terms and
                provisions
                of the constating documents and by-laws or articles of the Vendor,
                or any
                order, decree, statue, by-law, regulation, covenant, restriction
                applicable to the
                Vendor or any of the Property.

            


    

     

    
      	4.4	
              The
                mineral claims comprised in the
                Property:

            


    

     

    
      	
            	(a)	
              are
                legally and beneficially owned by the Vendor and, except for the
                NSR,
                are
                free and clear of any liens, charges, claims or
                encumbrances;

            


    

    


    
      	
            	(b)	
              have
                been duly and validly located and recorded under the Mineral
                Tenure
                Act (B.C.) (the
                "Act");_and

            


    

    


    
      	
            	(c)	
              are
                in good standing under the Act until the date set opposite the
                respective
                names in Schedule hereto.

            


    

    


    To
      the
      best of the Vendor's knowledge, information and belief, there is no adverse
      claim or challenge against or to the ownership of or title to any of the
mineral
      claims comprising the Property, nor is there any basis therefore. 

     

    


    
      	4.5	
              There
                is no litigation or administrative or governmental proceeding or
                inquiry
                pending,
                or to the knowledge of the Vendor, threatened against or relating
                to the
                Vendor
                or any of the Property, nor does the Vendor know of or have reasonable
                grounds
                for believing that there are any bases for any such action, proceeding
                or
                inquiry.

            


    

     

    
      	4.6	
              All
                governmental licenses and permits required for the conduct in the
                ordinary
                course
                of the operations of the Vendor's business including approval by
                the TSX
                Venture
                Exchange and other applicable regulatory authorities have been obtained
                or
                will be obtained and are in good standing and such conduct and uses
                are
                not in breach of any statute, by-law, regulation, covenant, restriction,
                plan or permit.

            


    

     

    
      	4.7	
              No
                certificate furnished by or on behalf of the Vendor to the Purchaser
                at
                the"time of
                closing in respect of the representations, warranties or covenants
                of the
                Vendor
                herein will contain any untrue statement of a material fact or omit
                to
                state a
                material fact necessary to make the statements contained therein
                not
                misleading.

            


    

     

    
      	4.8	
              The
                Vendor is a resident in Canada within the meaning of the Income
                Tax Act (Canada}.

            


    

     

    
      	4.9	
              The
                Vendor will be the Operator, and will carry appropriate and sufficient
                insurance
                to insure all hazards and risks associated with exploration and agrees
                to
                indemnify the Purchaser from all liabilities until such time as the
                Purchaser has earned
                its 50% interest in
                and to the Property.

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    PART
      5


    COVENANTS
      OF THE VENDOR

    


    
      	5.1	
              The
                Vendor will indemnify and hold harmless the Purchaser from and
                against:

            


    

    


    
      	
            	(a)	
              Any
                and all liabilities, whether accrued, absolute, contingent or otherwise,
                existing
                at the time of closing and which are not agreed to be assumed by
                the
                Purchaser pursuant to this
                Agreement;

            


    

     

    
      	
            	(b)	
              Any
                and all damage or deficiencies resulting from any misrepresentation,
                beach
                of warranty or non- fulfillment or any covenant on the part of the
                Vendor
                under this Agreement or from any misrepresentation in or omission
                from any certificate or other instrument furnished or to be furnished
                to the Purchaser hereunder; and

            


    

    


    
      	
            	(c)	
              Any
                and all actions, suits, proceedings, demands, assessments, judgments,
                costs and legal and other expenses incident to any of the foregoing.

            


    

     

    
      	5.2	
              During
                the currency of this Agreement prior to the exercise of the Option,
                the
                Vendor
                strictly
                covenants
                and agrees with the Purchaser to:

            


    

    


    
      	
            	(a)	
              Maintain
                the mineral claims comprising the Property in good standing by
                the
                doing and filing of all necessary work and by doing all other acts
                and
                things
                and making all other payments which may be required in that regard;

            


    

     

    
      	
            	(b)	
              Keep
                the Property free and clear of aIl liens, charges and encumbrances
                arising
                from its operations hereunder;

            


    

    


    
      	
            	(c)	
              Permit
                the Purchaser, or its representatives duly authorized in writing,
                at
                its
                own risk and expense, access to the Property at all reasonable times
                and
                to aI/ records prepared by the Purchaser in connection with work
                done
                on or with respect to the Property and results
                obtained;

            


    

    


    
      	
            	(d)	
              Conduct
                all work on or with respect to the Property in a careful and workmanlike
                and minerlike manner and in compliance with all applicable laws,
                rules, orders and regulations, and indemnify and save the Vendor
                harmless
                from any and all claims, suits, or actions made or brought on 
                against
                it as a result of work done by the Vendor on or with respect to the
                Property;

            


    

    


    
      	
            	(e)	
              During
                the term of this Agreement the Vendor covenants to fully share all
                information
                concerning the Property, or its operations on the Property with the
                Purchaser, including geological, technical, reserve estimates
                etc.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    PART
      6

    COVENANTS,
      REPRESENTATIONS
      AND
      WARRANTIES OF THE PURCHASER

    


    The
      Purchaser represents and warrants to the Vendor as follows

     

    
      	6.1	
              The
                Purchaser is a corporation duly incorporated, validly existing and
                in good
                standing under the laws of the Province of British Columbia and has
                the
                power and capacity to enter into this Agreement and carry out its
                terms.

            


    

    


    
      	6.2	
              The
                execution and delivery of this Agreement and the completion of the
                transaction contemplated hereby has been duly and validly authorized
                by
                all necessary corporate action on the part of the Purchaser, and
                this
                Agreement constitutes a legal, valid and binding obligation of the
                Purchaser enforceable against the Purchaser in accordance with its
                terms
                except as limited by laws of general application affecting the rights
                of
                creditors.

            


    

    


    PART
      7 

    COMPLETION

    


    
      	7.1	
              Upon
                completion
                of the exploration program as required in Section 2.1, the Vendor
                will forthwith, and within 30 days, transfer 50% title to the Property
                to
                the Purchaser,
                free clear of any liens, charges or
                encumbrances.

            


    

    


    
      	7.2	
              At
                the closing the Vendor will deliver, or cause to be
                delivered:

            


    

    


    
      	
            	(a)	
              Certified
                copies of such resolutions of the shareholders and or directors or
                the
                Vendor as are required to be passed to authorize the execution delivery
                and implementation of this Agreement and of all documents to be delivered
                by the Vendor pursuant thereto;

            


    

    


    
      	
            	(b)	
              All
                deeds of conveyance, bills of sale, transfers and assignments in
                form and
                content satisfactory to the Purchaser's counsel, appropriate to
                effectively vest a good and marketable title to the Property in the
                Purchaser to the extent contemplated by this Agreement, and immediately
                registerable in all places where registration of such instruments
                is
                required; and

            


    

    


    
      	
            	(c)	
              Duly
                executed releases of, or evidence to the reasonable satisfaction
                of the
                Purchaser as to the discharge of any and all liabilities which the
                Purchaser has not agreed to assume and which may be enforceable against
                any of the Property being purchased
                hereunder.

            


    

     

    
      	7.3	
              The
                Vendor will deliver to the Purchaser an opinion from its legal counsel
                dated to the time of transfer, that the Purchaser has acquired good
                and
                marketable title to the Property to the extent contemplated by this
                Agreement.

            


    

    


    
      	7.4	
              Upon
                the completion of the exploration and bulk sample program, the Vendor
                and
                Purchaser hereby agree to enter into a Joint Venture Agreement, on
                standard
                industry terms.

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    
      	7.5	
              The
                eventual Joint Venture Agreement
                will:

            


    

     

    
      	
            	(a)	
              appoint
                the Vendor as the Operator so long as the Vendor maintains a 50%
                interest;

            


    

     

    
      	
            	(b)	
              the
                Operator will charge a budgetary 10% Management Fee,
                will propose
                annual budgets that must be mutually agreeable to both Parties, or
                referred to a Budget Committee comprised of one nominee of each Party
                hereto, plus one nominee that is mutually
                appointed;

            


    

     

    
      	
            	(c)	
              once
                approved the annual budget must be mutually funded within 60 days;

            


    

     

    
      	
            	(d)	
              will
                contain a dilution clause whereby failure by either party to fund
                their
                pro-rata portion of annual budgeted expenditures will
                result in dilution of
                that party's interest on a straight line formula using $500,000
                as a 50% basis, down to a minimum of a 1% industry standard Net Smelter
                Royalty Interest.

            


    

    


    PART
      8 

    TERMINATION

    


    
      	8.1	
              This
                Agreement will terminate:

            


    

    


    
      	
            	(a)	
              At
                the option of the Purchaser upon written notice to the Vendor,
                if
                any Qf the
                warranties and representations of
                the Vendor referred to in paragraph 4 were untrue
                in
                any material respect;

            


    

    


    
      	
            	(b)	
              At
                the option of the Purchaser, provided that the Purchaser has given
                thirty
                (30) days prior written notice of termination to the
                Vendor;

            


    

    


    
      	
            	(c)	
              At
                the option of the Vendor if the Purchaser is in default of any obligation
                on
                its part hereunder but only if:

            


    

    


    
      	
            	I.	
              The
                Vendor will have first given the Purchaser notice of default containing
                particulars of the breach; and

            


    

     

    
      	
            	II.	
              The
                Purchaser has not, within 30
                days
                of delivery of such notice, cured
                or commenced to cure such breach (The Purchaser hereby agreeing that
                should it commence to cure default it will prosecute the same to
                completion without delay).

            


    

    


    Should
      the Purchaser fail to comply with the provision of clause 8.1 (c), the
Vendor
      may thereafter deliver notice of termination of this Agreement.

    


    PART
      9
      

    FURTHER
      ASSURANCES

    


    
      	9.1	
              The
                Parties will execute such further and other documents and so such
                further
                and other things as may be necessary carry out and give effect to
                the
                intent of this Agreement.

            


    

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
       

      PART
        10 

      SETOFF.CURRENCY

       

    

    
      	10.1	
              If
                under this Agreement or any document delivered pursuant hereto, the
                Vendor
                becomes
                obligated to pay any sum of money to the Purchaser, then such sum
                may at
                the election of the purchaser, and without limiting or waiving any
                right
                or remedy for the purchaser under this Agreement, be set-off against
                and/or will be applied
                to any sum of money or security owed by the Purchaser to the Vendor
                until
                such amount has been completely set-off. Unless otherwise set out
                to the
                contrary
                herein, all references to currency will be in Canadian
                dollars.

            


    

     

    PART
      11
      

    NOTICE

     

    
      	11.1	
              All
                notices required to be given hereunder will be in writing and hereof
                or
                at
                such other address as may from time to time be notified by any of
                the
                parties personally
                delivered to the address of the intended recipient set forth on the
                first
                page
                hereto in the manner herein
                provided.

            


    

     

    PART
      12

    TIME
      OF THE ESSENCE

     

    
      	12.1	
              Time
                is of the essence of this
                Agreement.

            


    

    
       

      PART
        13

      APPLICABLE
        LAW AND LEGAL COUNSEL


    

    


    
      	
              13.1
                

            	
              This
                Agreement is subject to regulatory approval and will be governed
                by and
                interpreted in accordance with the laws of the province of British
                Columbia.

            


    

     

    
      	13.2	
              The
                Vendor and the Purchaser have each obtained
                independent legal counsel for
                this transaction.

            


    

    
       

      PART
        14

      SUCCESSORS
        AND ASSIGNS

       

    

    
      	14.1	
              This
                Agreement will
                enure to the benefit of and be binding upon
                the parties hereto
                and their respective successors and
                assigns.

            


    

     

    
      	14.2	
              The
                Parties will
                not sell, assign, transfer or in any manner deal with the
                Property.- or
                any interest therein without
                the assignee, transferee or purchaser acquiring the
                property or such
                interest
                therein
                first being approved
                by
                the other Party
                herein.

            


    

     

    PART
      15 

    ARBITRATION

     

    
      	15.1	
              All
                matters and differences
                between
                the parties hereto
                in relation to this Agreement
                and the purchase will be referred to the arbitration of
                a single
                arbitrator,
                if the parties hereto agree to one; otherwise three arbitrators,
                one to be
                appointed
                by each party and a third to be chosen by the first two named before
                they
                enter upon the business of
                arbitration.
                The award and determination of
                such
                arbitrator
                or arbitrators or any two of such three arbitrators will be binding
                upon
                the
                parties hereto and their respective heirs, executors, administrators
                and
                assign. In the event that any party hereto fails to appoint an arbitrator,
                the matter and
                difference will be settled under the terms of the Commercial
                Arbitration Act of British
                Columbia,
                as amended. 

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    IN
      THE
      WITNESS WHERE OF the parties have executed this Agreement as of the
      day

    and
      year
      first above written.

     

    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Sc.hedule
      "A" to the Option Agreement dated January 30, 20011 between Mosquito
Consolidated
      Gold Mines as “Vendor" and Running Fox Resource Corp, as
      "Purchaser"

     

    The
      Brett
      Property consists of two contiguous Modified Grid mineral claims on Crown
land,
      totaling 30 units, all situated in British Columbia

    

      
        	
                Claim
                  Name

              	 	
                Tag.
                  No

              	 	
                Record
                  No. Tenure No. Units

              	 	
                Expiry
                  Date

              
	
                Brett
                  1 87964

              	 	
                1550

              	 	
                259182
                  15

              	 	
                July
                  19,
                  2004

              
	
                Brett
                  2 87963

              	 	
                1551

              	 	
                259183
                  15

              	 	
                July
                  19, 2004

              


      

    

     

    The
      claims
      are
      recorded 100% by BC
      Free
      Miner, William Jeffries, in Trust for MdSqii!to
      Consolidated Gold Mines Ltd.

     

    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Schedule
      "B" to the Option Agreement dated January 30, 2004 between Mosquito Consolidated
      Gold Mines as "Vendor" and Running Fox Resource Corp, as
      "Purchaser"

     

    Schedule
      B
      Proposed
      Program
      Costs for Brett Program to be funded within 12', months of
      the
      date of
      the
      Option Agreement.

    

      
        	
                Permitting,
                  bonding (reclamation)

              	 	 	 	 	
                $

              	
                35
                  000

              	 
	
                Mobilization

              	 	 	 	 	
                $

              	
                25
                  000

              	 
	
                Drift
                  rehabilitation

              	 	 	 	 	
                $

              	
                10
                  000

              	 
	
                Underground
                  development

              	 	 	 	 	
                $

              	
                275
                  000

              	 
	 	 	 	 	 	 	 	 
	
                Stockpile/sampling

              	 	 	 	 	
                $

              	
                5,000

              	 
	
                Assaying

              	 	 	 	 	
                $

              	
                15
                  000

              	 
	
                Camp

              	 	 	 	 	
                $

              	
                25
                  000

              	 
	
                Diamond
                  drilling

              	 	 	
                4,000
                  feet @ $25/foot

              	 	
                $

              	
                100
                  000

              	 
	 	 	 	 	 	 	 	 
	
                Miscellaneous
                  supplies etc

              	 	 	 	 	
                $

              	
                5,000

              	 
	 	 	 	 	 	 	 	 
	
                Total
                  work program

              	 	 	 	 	
                $

              	
                500
                  000

              	 


      

      
         

        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

     

    Brett
      2004 Exploration Program proposal

    


    The
      following is an outline of the proposed work to be completed on the Brett
      property during the summer and fall
      of
      2004.

    


    1.
      Startup
      Stage

    


    a)
       Re-establish
      existing roads, Re-install property gate.

     

    b)
       Rehabilitate
      Portal to gain access to underground, complete any ground
      stabilization requirements.
      

     

    c) Examine
      core shack area for any core and previous samples

     

    d) Prepare
      site for trailers for dry, cookhouse and living quarters

     

    e) Move
      trailers to site and establish water source

     

    f)
       Stake
      two
      claims to the north as previously proposed.

    


    2.
      Geological
      surface stage

    


    
      	
            	a)	
              Map
                existing roads to confirm geology as previously outlined. Adjust
                geology
                to reflect different
                volcanic units observed in recent
                visit.

            


    

     

    
      	
            	b)	
              Complete
                a soil geochemical survey over northern half of newly staked claims,
                map
                area as samples
                are taken.

            


    

     

    
      	
            	c)	
              Excavate
                areas of interest by constructing access roads and or trenches to
                expose
                outcrop in the areas marked on figure I. Designed to locate polym
                ictic
                tuff horizons and any crossing shear structures. Where shear and
                polymictic tuff are found, area should be trenched and
                sampled.

            


    

     

    
      	
            	d)	
              Map
                all excavations and tie into original
                maps.

            


    

     

    
      	
            	e)	
              Map
                and if required sample underground workings, pay specific attention
                to
                rock types and structure

            


    

    


    3.
      Surface
      diamond drilling Stage

     

    
      	
            	a)	
              Sites
                A to G have been selected with two holes per site. Table I lists
                holes and
                lengths. Note:
                hole locations ,lengths subject to change as program work is
                completed.

            


    

     

    
      	
            	b)	
              Possibility
                of drilling one 600 foot hole parallel to and approx. 5m away from
                shear
                to determine,
                how many tuff beds are present in
                stratigraphy.

            


    

    


    4.
      Underground
      development stage

    


    a)
       Establish
      any drill cutouts for diamond drilling both up and down holes. Location
      dependant upon
      surface results.

     

    b)
       Examine
      possibility of extending drift 500 meters to the north to give drill positions
      and access
      to
      the zone.

    


    5.
      Underground
      drilling stage

     

    
      	
            	a)	
              Complete
                underground drill program Hole locations, lengths etc. to be determined
                following completion
                of surface program.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	1.10	
              If
                either Party wishes to purchase the other Party's half interest in
                any of
                the Equipment, then the initiating Party will make a written offer,
                open
                for one month, that the other Party will have a right to match and
                thereby
                purchase the initiating Party's half interest on the same terms and
                conditions.

            


    

     

    
      	1.11	
              If
                appropriate, the Parties agree to transfer the equipment into a sole
                purpose Alberta company that is to be owned equally by the Parties,
                with
                one board member appointed by each
                Party.

            


    

     

    
      	1.12	
              The
                Vendor will indemnify and hold harmless the Purchaser from and against
                any
                and all liabifities, whether accrued, absolute, contingent or otherwise,
                which are
                not agreed to be assumed by the Purchaser pursuant to this
                Agreement.

            


    

     

    
      	1.13	
              The
                Parties will execute such further and other documents and do such
                further
                and other things as may be necessary to carry out and give effect
                to the
                intent of this Agreement.

            


    

     

    
      	1.14	
              The
                Vendor and the Purchaser have each obtained independent legal counsel.
                

            


    

     

    
      	1.15	
              All
                matters and differences between the Parties will be referred to the
                arbitration of
                a single arbitrator, if the Parties hereto agree to one; otherwise
                three
                arbitrators, one to be appointed by each Party and a third to be
                chosen by
                the first two named before they enter upon the business of arbitration.
                The award and determination of such arbitrator or arbitrators or
                any two
                of such three arbitrators will be binding upon the Parties hereto
                and
                their respective heirs, executors, administrators and assign. In
                the event
                that any Party hereto fails to appoint an arbitrator, the matter
                and
                difference will be settled under the terms of the Commercial
                Arbitration Act of British Columbia, as
                amended.

            


    

    


    IN
      THE
      WITNESS WHEREOF the parties have executed this Agreement as of the day and
      year
      first above written.

     

    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    BRETT
      PROGRAM FUNDING AGREEMENT

     

    THIS
      AGREEMENT is dated for reference the 28th day of May, 2004
      

     

    BETWEEN:         
      MOSQUITO CONSOLIDATED GOLD MINES LIMITED, 

    301-455
      Granville Street, Vancouver, B.C. V6C 1T1 (the "Vendor")

     

    AND:                   
      RUNNING FOX RESOURCE CORP.,

    301-455
      Granville Street, Vancouver, B.C. V6C 1T1 (the "Purchaser")

     

    WHEREAS:

     

    
      	A.	
              The
                Vendor and the Purchaser are parties to an Option Agreement on the
                Brett
                Property
                whereby the Purchaser will acquire a 50% undivided interest in the
                Brett Property,
                by funding $500,000 towards exploration and
                drilling.

            


    

     

    
      	B	
              As
                all
                regulatory approvals have been obtained, the Parties wish to fund
                the
                summer
                2004 exploration and drilling program, to be conducted June to October,
                2004,
                (the "Program") on four pages attached as Appendix "A" to this
                Agreement.

            


    

     

    NOW
      THEREFORE THIS INDENTURE WITNESSETH that in consideration of the premises and
      the covenants, agreements, representations, warranties and payments hereinafter
      contained, the parties hereto covenant and agree as follows:

     

    
      	1.1	
              Vendor
                hereby acknowledges that the Purchaser has already expended $12,000
                on the
                Brett Property which is to be credited against the overall $500,000
                exploration
                and drilling earn-in ($9,041 for Dykes geological work, $2,140 for
                Robb
                Report, $819 trip cost, Mining Recorder's Office,
                etc.)

            


    

     

    
      	1.2	
              On
                or before June 3, 2004, Purchaser to fund an initial $350,000 to
                be used
                for the First stage work Program, and for equipment and other hard
                asset
                purchases (the "Equipment"). On that date the Purchaser will have
                then
                funded a total of $362,000 towards its earn-in. The balance of $138,000
                will be funded on the start of the Program's Stage
                2.

            


    

     

    
      	1.3	
              The
                $350,000 will be deposited into a new, and separate Bank of Montreal
                chequing account (the "Account") in the name of the Vendor and opened
                and
                set up for the specific and sole purpose of funding the Program and
                Equipment, and for
                no other purpose. Bank of Montreal Account #
                1705-357

            


    

     

    
      	1.4	
              The
                Vendor covenants to keep the Account separate from its other banking
                accounts and will not commingle with any other funds of its
                own.

            


    

     

    
      	1.5	
              The
                Vendor will provide monthly summaries of activity and copies of statements
                to the Purchaser.

            


    

     

    
      	1.6	
              Upon
                completion of the earn-in, the Brett Property and all Equipment will
                be
                owned jointly between the Parties on a 50/50
                basis.

            


    

     

    
      	1.7	
              The
                Equipment will include a bulldozer and an excavator, selected and
                purchased by the Vendor specifically for use consistent with the
                Program.

            


    

     

    
      	1.8	
              The
                Vendor covenants to maintain good title to the Equipment and to keep
                the
                Equipment free and clear of all liens, charges and encumbrances
                whatsoever.

            


    

     

    
      	1.9	
              If
                the Equipment is rented or hired or contracted out by third parties,
                such
                rental or hires or contracting out will be at standard market rates
                or
                better, and all profits derived from the rental or hires or contracting
                out will be shared equally (50/50)
                by the Parties, and will be applied to the total $500,000 program,
                reducing
                funds required from the Purchaser thereby, and thereafter shared
                on a cash
                basis equally between the Parties,

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Table
      1 - List of Proposed Surface drill Holes

    


    Note:
      sites are located on Figure I

    


    SITE
      A

     

    Located
      on section 1300 North: Drill to test high grade mineralization intersected
      in
      hole 88-90 to 88-92.
      Two holes length 500 feet

    


    SITE
      B

     

    Located
      on section 975 north: Drill to test high grade mineralization with visible
      gold
      in the "RW" Vein and the main shear zone. Two holes ISO feet and 500
      feet respectively.

    


    SITE
      C 

     

    Located
      on section 830 north: Drill to test high grade mineralization with visible
      gold
      in hole 88-5 I and rc88~ji;iThvo
      hoJes 2 I 0 and 400 feet respectively.

    


    SITE
      D

    Located
      on Section 800 north: Drill to test high grade mineralization with visible
      gold
      in hole 87-29 and upper zone in RC88-11. Two holes 200 and 400 feet
      respectively.

    


    SITE
      E

     

    Located
      on section 700 North: Drill to test grade of intersection of main shear and
      main
      tuff bed in both footwall and hanging wall side of fault. Two holes 300 and
      500
      feet respectively.

    


    SITE
      F

     

    Located
      on section 375n North: Drill to test grade of intersection of main shear and
      main tuff bed on hanging wall side offault and for lower bed on footwall side
      in
      vicinity of high grade intersection in Hole 88-42. Two holes 300 and 500 feet
      respectively.

    


    SITE
      G

     

    Located
      in the discovery zone: Exact location determined by surface work. Drill hole
      to
      intersect multiple polymictic tuff horizons and the Brett creak fault structure.
      Previous intersections had lots of visible gold but low assays. Three holes
      150,250 and 350 feet respectively.

    


    Summary
      in recommended drill order.

    

      
        	
                 Site

              	 	
                Section

              	 	
                #holes

              	 	
                Total
                  feet

              
	
                 D

              	 	
                800N

              	 	
                2

              	 	
                600

              
	
                 C

              	 	
                830N

              	 	
                2

              	 	
                800

              
	
                 B

              	 	
                975N

              	 	
                2

              	 	
                650

              
	
                 A

              	 	
                1300N

              	 	
                2

              	 	
                1000

              
	
                 E

              	 	
                700N

              	 	
                2

              	 	
                800

              
	
                 F

              	 	
                375N

              	 	
                2

              	 	
                800

              
	
                 G

              	 	
                ?????

              	 	
                3

              	 	
                750

              
	
                 

              	 	
                TOTAL

              	 	
                15

              	 	
                5400

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Proposed
      Budeet for 2004 proeram.

     

    Stage
      1 Initial. Geological Surface and Surface Diamond Drilling
      Stage

    

      
        	
                Claim
                  Staking 

              	 	
                $

              	
                2,000

              	 
	
                Geochemical
                  survey to north.mapping and icp analysis 

              	 	
                $

              	
                15,000

              	 
	
                Mob
                  & De-mobilize Excavator 

              	 	
                $

              	
                1,000

              	 
	
                Excavator
                  Operation: 30 days @ 8 hr @ $125/hr 

              	 	
                $

              	
                30,000

              	 
	
                Labor:
                  25 man days blasting, washing etc. @ $250/man day 

              	 	
                $

              	
                10,000

              	 
	
                Geologist:
                  mapping, sampling, supervision:30 days @ $400/man
                  day

              	 	
                $

              	
                12,
                  000

              	 
	
                Surface
                  drilling 5,400 feet @ $35/foot 

              	 	
                $

              	
                189,000

              	 
	
                Sample
                  prep and assaying 

              	 	
                $

              	
                10,000

              	 
	
                Room
                  and board, transportation for laborers,geologist: 40 days
                  at $100/day

              	 	
                $

              	
                4,000

              	 
	
                Report:
                  3 days @ $400/day 

              	 	
                $

              	
                1,200

              	 
	
                Contingencies
                  

              	 	
                $

              	
                15,000

              	 
	 	 	 	 	 
	
                Total
                  Stage 1 

              	 	
                $

              	
                294,000

              	 


      

    

     

    Stage
      2
      Underground development and Drilling Stage

    

      
        	
                Geologist:,
                  supervision: 30 days @ $400/man day 

              	 	
                $

              	
                12,000

              	 
	
                Underground
                  development drill cross cuts 60 meters @
                  900/meter 

              	 	
                $

              	
                54,000

              	 
	
                Underground
                  drilling - 5,000 feet @ $25/foot 

              	 	
                $

              	
                125,000

              	 
	
                Sample
                  prep and assaying 

              	 	
                $

              	
                11,000

              	 
	
                Room
                  and board, transportation for laborers, geologist: 30 days
                  at $100/day 

              	 	
                $

              	
                3,000

              	 
	
                Report:
                  2 days @ $400/day 

              	 	
                $

              	
                800

              	 
	
                Contingencies
                  (10%) 

              	 	
                $

              	
                20,000

              	 
	 	 	 	 	 
	
                Total
                  Stage 2 

              	 	
                $

              	
                225,800

              	 


      

    

     

    Respectfully
      submitted

     

    Shaun
      M
      Dykes, M.Sc(Eng), P. Geo