Exhibit 10.9





EMPLOYMENT AGREEMENT


Made as of September 15th,
2006


Between


Gold Run Inc.


as Corporation


and


John Pritchard


as Executive


	












TABLE OF CONTENTS



	SECTION 1 – TERM AND POSITION	 	1
	SECTION 2 – THE EXECUTIVE’S OBLIGATIONS	 	2
	SECTION 3 – PLACE OF PERFORMANCE	 	4
	SECTION 4 – THE EXECUTIVE’S COMPENSATION	 	4
	SECTION 5 – TERMINATION	 	5
	SECTION 6 – PERSONAL INFORMATION & PRIVACY	 	7
	SECTION 7 – MISCELLANEOUS	 	8





	












EMPLOYMENT AGREEMENT


This Agreement is made as of
September 15th , 2006, between


GOLD RUN
INC. a corporation incorporated under the laws of The State of Delaware,


(the “Corporation”)


and


JOHN
PRITCHARD, an individual residing in the City of Toronto, in the Province of Ontario,


(the “Executive”)


RECITALS


A.  WHEREAS The
Corporation desires to employ the Executive and the Executive desires to be employed by
the Corporation as its Chief Executive Officer upon the terms and conditions set forth in
this Agreement;


B.  AND WHEREAS the
Executive is about to be employed by the Corporation in a position of confidence and
trust and under conditions where he has or may have access to technical, confidential and
secret information  regarding the existing or contemplated business of the Corporation;


C.  AND WHEREAS the
Executive recognizes that as part of the duties of his employment, all ideas and
suggestions of interest to the Corporation, conceived or made by him while he is employed
by the Corporation  shall be made available to the Corporation.


FOR VALUE RECEIVED,
the parties agree as follows:


SECTION 1 – TERM
AND POSITION


1.1   Term. The
Corporation shall employ the Executive in the position of Chief Executive Officer of the
Corporation from the date of this Agreement for a term of three (3) years. The term shall
commence on  September 15, 2006 and shall expire on September 14, 2009. The Corporation
and the Executive may agree to  extend the term of employment under this Agreement upon
such terms as are mutually agreed by them in writing  provided such terms are agreed upon
no later than 30 days prior to the date of expiration of this Agreement.  If the parties
do not agree to extend the term of the Executive’s employment or if the parties are
unable to  mutually agree upon the terms of such extension, the Executive’s
employment will automatically


	












2


terminate without any further
notice or payments in lieu of such notice at the expiry of its term. The  Executive and
the Corporation will mutually agree upon the wording of a public announcement regarding
the  Executive's appointment at any time.


1.2   Position. The
Executive shall serve as the Chief Executive Officer of the Corporation and shall perform
such duties and exercise such powers as may from time to time be assigned to or vested
in him by the Board  of Directors.


1.3  Director. During
the Executive's employment with the Corporation, the Corporation will appoint the
Executive and the Executive agrees to serve as a director of the Corporation or other
related corporations.


SECTION 2 – THE EXECUTIVE’S
OBLIGATIONS


2.1   Full
Time and Efforts. During the term of his employment, the Executive shall devote his
full-time,  efforts and attention to the business and affairs of the Corporation. The
Executive shall not, without the  prior written approval of the Board of Directors,
accept any other employment with any other business, except  for a business of the
Corporation, its subsidiaries, affiliates, associates or parent corporations. For
greater certainty, the Executive may, be an investor of money, or serve as a director of
any business  provided that the Corporation provides written consent, so long as any such
monetary investment or such  directorship does not affect the conduct of the Executive's
duties as set forth in this Agreement.


2.2   Non-Competition. The
Executive recognizes and understands that in performing the duties and  responsibilities
of his employment as outlined in this Agreement, he will occupy a position of high
fiduciary  trust and confidence, pursuant to which he will develop and acquire wide
experience and knowledge with  respect to all aspects of the business carried on by the
Corporation, and the manner in which such business  is conducted. It is the expressed
intent and agreement of the Executive and of the Corporation that such  knowledge and
experience shall be used in furtherance of the business of the Corporation and not in any
manner which would be detrimental to them. The Executive, therefore, agrees that:


	 	(i) 	so
long as he is employed by the Corporation pursuant to this Agreement; and



	 	(ii) 	for
a period of one (1) year following the termination of such employment,



unless he first secures the
written consent of the Board of Directors of the Corporation, the Executive shall  not
engage, directly or indirectly (including as an employer, employee, contractor,
volunteer, principal,  agent, joint venturer, partner, director, officer, shareholder,
equity holder, lender, guarantor, licensor,  licensee, franchiser, franchisee, supplier
or trustee) in the business of gold mining, exploration and  property acquisition in the
State of Nevada, United States.


2.3   Disclosure
of Information. The Executive further recognizes and understands that in the
performance of  his employment duties and responsibilities as outlined in this Agreement,
he


	












3


will become knowledgeable
with respect to a wide variety of confidential information concerning the business  of
the Corporation and its. subsidiaries and affiliates. The Executive therefore agrees
that, other than as  necessary in the performance of his duties hereunder and except with
the written permission of the Board of  Directors of the Corporation, he will not use or
disclose any such confidential information to any person so  long as he is employed by
the Corporation under this Agreement and at all times thereafter except as required  by
law. The definition of use in the post-termination period shall mean that the Executive
shall not  commercially exploit any of the intellectual property rights, trade secrets or
business strategies of  Corporation. Upon the termination of the Executive's employment
hereunder or at any other time upon the  Corporation's reasonable request, the Executive
shall deliver forthwith to the Corporation all memoranda,  notes, records, reports,
computer disks and hardware and other documents (including all copies thereof)
containing such confidential information.


2.4   Non-Solicitation. The
Executive agrees that during the term of his employment hereunder and for a  period of
one (1) year thereafter, the Executive shall not directly or indirectly (including
through an  entity that the Executive controls) (a) solicit, entice away or in any other
manner persuade; or attempt to  persuade, any officer, employee, consultant or agent of
the Corporation or any of its associates or  affiliates to discontinue or alter its
relationship to the Corporation or any of its affiliates or associates  or (b) in any
manner, persuade, or attempt to persuade, any supplier or customer of the Corporation to
discontinue or alter its relationship to the Corporation or any of its affiliates or
associates.


2.5   Acknowledgement. The
Executive acknowledges that the restrictive covenants contained in paragraphs 2.2,  2.3
and 2.4 above have been considered by the Executive, who has been advised to take
independent legal  advice with respect  thereto, and that the restraints and restrictions
on his future activities are  reasonable in the circumstances.


2.6   Proprietary
Information. The Executive acknowledges that the Executive will have access to and
become  acquainted with the. Corporation's confidential and proprietary information
including, but not limited to,  information or plans regarding the Corporation's proposed
acquisitions, divestitures, financing, exploration  activities, employee and customer
relationships, personnel, or sales, marketing and financial operations and  methods;
trade secrets; formulas; devises, secret inventions; processes, patents and other
compilations of  information, records, and specifications which have not been disclosed
to the general public, whether or not  labeled "confidential" or words of
similar import (collectively, the “Proprietary Information"). The  Executive
shall not, at any time, disclose, disseminate, use for personal benefit (or the benefit
of any  business competing with the Corporation) or otherwise publish any of the
Corporation’s Proprietary  Information directly or indirectly, or use it in any way,
either during the term of this Agreement or any  other time thereafter, except as
required in the course of his employment for the Corporation, as authorized  in writing
by the Corporation or where the Executive is compelled to disclose such Proprietary
Information by  a court of competent jurisdiction and has promptly advised the
Corporation of such compelled disclosure to  allow the Corporation sufficient time to
seek a protective order. All files, records, documents,  computer-recorded information,
drawings, specifications, equipment and similar items relating to the Business  of the
Corporation, whether prepared by the Executive or otherwise coming into his possession,
shall remain  the exclusive property of the Corporation and shall not be removed from the
premises of the Corporation under  any circumstances whatsoever without the prior written
consent of the Corporation, except when


	












4


(and only for the period)
necessary to carry out the Executive’s duties hereunder, and if removed shall be
immediately returned to the Corporation upon any termination of his employment and no
copies thereof shall be  kept by the Executive. The Executive further agrees and
covenants to assign to the Corporation all  Proprietary Information developed by the
Executive, in whole or in part, and related to the business of the  Corporation, during
the term of this Agreement.


SECTION 3 – PLACE
OF PERFORMANCE


3.1   Place
of Performance. In connection with the Executive’s employment by the
Corporation, the Executive  shall be based at the Corporation’s head office in
Toronto, Ontario Canada, or such other place of business  as mutually determined by the
Executive and the Board of Directors of the Corporation.


SECTION 4 – THE EXECUTIVE’S
COMPENSATION


4.1   Base
Salary. The Corporation will pay the Executive an annual base salary of CDN
$150,000.00 (the  “Salary”). The Salary will be payable in monthly payments of
CDN $12,500.00 per month on the fifteenth (15th)  day of each month of the term.
Notwithstanding the fact that the term commences on September 15, 2006, the  first Salary
payment will be paid to the executive on October 15, 2006


4.2   Bonus
Plan. In addition to the Salary, the Executive is also entitled, subject to the
discretion of the  Board of Directors of the Corporation, to participate in any bonus
plan, in connection with future financings  or otherwise, that may be adopted by the
Corporation and administered by an executive compensation committee.  It is contemplated
the Corporation will adopt a bonus plan whereby one and a half percent (1.5%) of any
monies raised through equity financings and convertible debt financings will be pooled
and subsequently  distributed to certain employees of the Corporation (the “Financing
Bonus Pool”). It is further contemplated  that the distribution of the Financing
Bonus Pool will be in accordance with the respective employee’s  contribution to
obtaining and securing such financings.


4.3   Health
and Welfare Benefits. So long as the Executive continues to serve the Corporation,
pursuant to  the provisions of this Agreement, he shall be entitled to participate in the
Corporation’s benefit plan, to  the extent such benefit plan is in existence and
made available generally to the employees of the  Corporation. The non-existence of such
a benefit plan shall not obligate the Corporation to establish one,  nor shall the
cessation of any benefit plan constitute grounds for constructive dismissal or any action
for  compensation in lieu thereof by the Executive.


4.4   Annual
Vacation. The Executive shall be entitled to four weeks paid vacation per year at
times mutually  agreed to by the Executive and the Board of Directors of the Corporation.
Such vacation entitlement will be  pro-rated for any part of a year.


	












5


4.5   Stock
Option Agreement. The Corporation and the Executive shall execute an Option Agreement
in the form  and with the content of the agreement attached hereto as Schedule
"A".


4.6   Additional
Business Expenses. The Executive shall be authorized to incur reasonable expenses
related to  the performance of his duties under this Agreement. The Corporation shall
reimburse the Executive for all  such expenses; provided proper receipts and records
evidencing such expenses are submitted by the Executive  on seeking reimbursement of any
expense(s).


4.7   Parking. The
Corporation will pay for a parking space for the Executive at its place of business.


4.8   Directors
and Officers Insurance. The Corporation will provide the Executive with Directors and
Officers insurance as soon as practicable after the date hereof.


SECTION 5 – TERMINATION


5.1   Termination
for Cause. Anything in this Agreement to the contrary notwithstanding, the
Corporation may  at any time on written notice to the Executive forthwith terminate the
employment of the Executive for cause.  For the purposes of this Agreement,
"cause" will include, but will not be limited to, the following: (a) the
willful and continued failure by the Executive to substantially perform the Executive's
duties provided the  Executive has written notice from the Corporation's Board of
Directors outlining this failure with  particulars of same and asking the Executive to
substantially perform within the following 30 days and  provided the Executive fails to
do so; (b) an act of willful misconduct or gross negligence that is  materially harmful
to the Corporation; or (c) the Executive's criminal conviction for which the Executive is
not pardoned.


5.2   If
the Executive's employment is terminated for cause in accordance with this Agreement, the
Executive  shall not be entitled to any payments under this Agreement except for (i) all
unpaid salary and any  outstanding vacation pay owing calculated as of the time of
termination, (ii) the pro-rata portion of the  bonus earned by him during the fiscal
year, (iii) all expenses properly incurred but not reimbursed at the  time of
termination, (iv) any amounts owing to him under any employee benefit plans in accordance
with the  terms of such plans and based on service up to the date of termination but not
after the .date of  termination, and (v) any amounts owing to him under the stock option
plans in accordance with the terms of  the Stock Option Agreement attached hereto as
Schedule “A”.


5.3   Upon
such notice being given, the employment shall terminate and this Agreement shall
terminate except  that paragraphs 2.2, 2.3, 2.4 and Section 5 shall continue in full
force and effect, unamended.


5.4   Voluntary
Resignation. The Executive may, at any time, resign from his employment with the
Corporation  on at least thirty (30) days written notice to the Board of Directors of the
Corporation. During the period  between the giving of such notice and the effective date
of the resignation, the Executive will continue to  serve the Corporation and will keep
the fact that he is resigning confidential. Any public announcement in  relation to such
resignation shall be


	












6


mutually agreed by the
Executive and the Corporation. In the event the Executive resigns, the Executive shall
be entitled to receive: (i) his current Salary accrued to the effective date of his
resignation and any  outstanding vacation pay calculated as of the date of resignation,
(ii) the pro-rata portion of the bonus  earned by him during the fiscal year, (iii) all
expenses properly incurred but not reimbursed at the time of  resignation, (iv) any
amounts owing to him under any employee benefit plans in accordance with the terms of
such plans and based on service up to the date, of resignation but not after the date of
resignation, and (v)  any amounts owing to him under the stock option plans in accordance
with the terms of the Stock Option  Agreement attached hereto as Schedule “A”.


5.5   Upon
the effective date of the Executive’s resignation, the employment shall terminate
and this  Agreement shall terminate except that paragraphs 2.2, 2.3, 2.4 and Section 5
shall continue in full force and  effect, unamended.


5.6   Termination
Without Cause. The Executive understands and agrees that the Corporation may at any
time  terminate the employment of the Executive without cause. If the Executive is
terminated without cause, the  Corporation must provide notice in writing to the
Executive. Upon such termination, the Executive shall be  entitled to receive from the
Corporation: (i) a lump sum equal to $125,000.00 (the “Lump Sum Termination  Payment”)
(ii) his unpaid salary up to the termination date and any outstanding vacation pay
calculated as of  the date of termination, (iii) the pro-rata portion of the bonus earned
by him during the fiscal year, (iv)  all expenses properly incurred but not reimbursed at
the time of termination, (iv) any amounts owing to him  under any employee benefit plans
in accordance with the terms of such plans and based on service up to the  date of
termination and an amount equal to the cost of the Executive’s benefits referred to
in Section 4.2  for the severance period, being the period (if any) from the date of
termination to the date of expiration of  this Agreement, and (v) any amounts owing to
him under the stock option plans in accordance with the terms of  the Stock Option
Agreement attached hereto as Schedule “A”. The Corporation agrees that no
amounts earned by  the Executive following the date of termination by way of mitigation
will be deducted from or set off against  any amounts or benefits to be paid or provided
to the Executive as outlined in this Section 5.6.


5.6.1   Notwithstanding
anything to the contrary contained herein, the Lump Sum Termination Payment shall not  be
payable to the Executive in the event that the Executive is terminated without cause
during the time  period from November 12, 2008 through September 11,2009 (the “Reduced
Lump Sum Period”). If the Executive is  terminated during the Reduced Lump Sum
Period without cause, the Executive shall be entitled to receive a  lump sum equal to the
balance of his Salary that would have been payable to him for the balance of the term  of
this Agreement.


5.7   Disability. If
the Executive is incapacitated by accident, sickness or otherwise so as to render him
mentally or physically incapable of performing fully the duties required of him under
this Agreement  (referred to herein as a “Disability”) for either (i) a period
of one hundred and twenty (120) consecutive  calendar days or (ii) an aggregate of one
hundred and fifty (150) calendar days during any twelve (12) month  period, the
Corporation may terminate this Agreement and the Executive’s employment hereunder
effective  immediately following the expiry of either of such foregoing periods upon
giving the Executive written notice  of such


	












7


termination. In the event of
termination pursuant to this paragraph 5.7, the Corporation shall pay to the  Executive
the amounts and satisfy the obligations set forth under paragraph 5.6 above.


5.8   The
Executive shall have no further right to sue the Corporation for damages or additional
wages or  benefits other than as set out herein. The Executive hereby waives any claim to
further notice or  compensation other than any bonus which has been fully earned as at
the date of termination. For greater  certainty any bonus which shall be determinable
only upon future results or information which can' only be  calculated at some time after
the date of termination shall not be deemed to be fully earned.


SECTION 6 – PERSONAL
INFORMATION & PRIVACY


6.1   The
Executive recognizes that any information concerning the officers, directors, employees,
customers  and other individuals about whom the Corporation holds information may be
subject to the requirements of  Personal Information Protection and Electronic
Documents Act, 2000, c.5 (“PIPEDA”), and other laws governing  privacy
which may apply in Canada or the United States of America.


The Executive
hereby consents to the collection, use and disclosure of Personal Information (as such
term is defined in PIPEDA) about the Executive as may be required for the following
purposes, in order to  facilitate the purposes of this Agreement and facilitate and
promote the ongoing business operations of the  Corporation: (i) for reporting purposes
to any trade or professional association governing the Corporation or  any investigative
body having authority over the Corporation to the extent that such information is
required  to be reported to such association or body; (ii) as required by law; (iii) as
required in order to obtain  financing for the Corporation; (iv) as required to obtain
business contracts for the Corporation; (v) in  connection with any proposed sale of
shares of the Corporation or of substantially all of the assets of the  Corporation; (vi)
in connection with obtaining employee benefits and/or insurance; (vii) in connection with
any outsourcing of information by the Corporation to third party suppliers of information
processing  services, including, without limitation, payroll, health benefits, insurance
and pension plan benefits to the  extent necessary to provide such services;  (viii) for
the internal operational purposes of the Corporation;  (xi) for any purpose required or
permitted under the Personal Information Protection and Electronic Documents  Act or
any other law governing privacy in Canada or the United States of America; and (x) to the
Executive or  to any other party with the consent of the Executive subject to and in
accordance with the terms of the  Personal Information Protection and Electronic
Documents Act or any other law governing privacy in Canada or  the United States of
America.


6.2   The
Executive acknowledges that through the Executive’s employment with the Corporation,
the Executive  will become aware of Personal Information (as such term is defined in
PIPEDA) which is collected used or  disclosed by the Corporation or transferred to the
Corporation for processing purposes.


	












8


The Executive
hereby agrees and covenants with the Corporation that the Executive will not, without
the prior written consent of the Corporation, disclose or make available such Personal
Information to any  other person or entity except in accordance with the Corporation's
instructions.


The Executive
agrees that the Personal Information of others provided to it by the Corporation shall
only be used for such purposes as are specified by herein and that the Executive shall
not sell, trade,  barter, disclose or transfer such Personal Information to any other
party or to use the Personal Information  for any other purpose other than the purposes
permitted by this Agreement. The Executive shall follow all  rules and regulations of the
Corporation with respect to such Personal Information.


From time to
time, the Executive shall execute such further agreements to hold in confidence  Personal
Information of others disclosed or transferred to the Executive by the Corporation as may
be  required by the Corporation.


SECTION 7 – MISCELLANEOUS


7.1   Modifications
and Amendments. No provisions of this Agreement may be modified or amended unless
such  modification or amendment is agreed to in writing signed by the Executive and the
Board of Directors of the  Corporation.


7.2   Entire
Agreement. This Agreement contains all the terms and conditions agreed upon by the
parties  hereto and supersedes any and all prior agreements and understandings.


7.3   Law
Governing. This Agreement shall be subject to and governed by the laws of the
Province of Ontario.  The courts of Ontario shall have exclusive jurisdiction with
respect to any dispute or other matter arising  hereunder.


7.4   Severability. The
invalidity, illegality or unenforceability of any provision in this Agreement shall  not
in any way affect or impair the validity, legality or enforceability of the remaining
provisions of this  Agreement.


7.5   Consultation,
with Counsel. The Executive acknowledges that he has, had sufficient time to read and
understand this Agreement, that this is a binding legal document and that the Executive
is hereby encouraged  by the Corporation to consult with a solicitor of the Executive's
choice, at the expense of the Executive.


7.6   Notices. Any
notices or other communications required to be given pursuant to this Agreement shall be
in writing and shall be deemed given: (i) upon delivery, if by hand; (ii) after two (2)
business days if sent  by express mail or courier; (iii) after four (4) business days of
the date of mailing, if sent by registered  or certified mail, postage prepaid, return
receipt requested or (iv) upon transmission, if sent by facsimile  (provided that a
confirmation copy is sent in the manner provided in clause (ii) or clause (iii) of this
paragraph within thirty-six (36) hours after such transmission), except that if notice is
received by  facsimile after 5:00 p.m. on a business day at the place of receipt, it
shall be effective as of the next  following business day. As used hereunder, a
"business day" shall mean any day other than a Saturday, Sunday  or
bank/statutory


	












9


holiday in the Province of
Ontario. All communications hereunder shall be delivered to the respective parties  at
the following addresses:


	if to the Corporation at:	c/o Osprey Capital Partners

Suite 1705, 55 University Avenue

Toronto, Ontario

M5J 2H7

Fax (416) 867-8301
	If to the Executive at:	A3-142 Pears Ave

Toronto, On

M5R 1T2



or to such other address as
the person to whom notice is given may have previously furnished to the others in
writing in the manner set forth above.


7.7   Enurement
and Assignability. This Agreement shall be binding upon and shall inure to the
benefit of the  parties hereto and their respective heirs, successors, representatives
and assigns. This Agreement is  assignable to any legal successor of the Corporation.
This Agreement may not be assigned by the Executive.


7.8   Other
Provisions. All dollar amounts referred to in this Agreement are expressed in Canadian
funds. The  division of this Agreement into sections and the insertion of headings are
for convenience of reference only  and shall not affect the interpretation of this
Agreement. In this Agreement, words importing the singular  number only shall include the
plural and vice versa, words importing gender shall include all genders and  words
importing persons shall include individuals, corporations, partnerships, associations,
trusts,  unincorporated organizations, governmental bodies and other legal or business
entities. This Agreement may be  executed in counterparts (either by original signatures
or by facsimile copy), each of which shall constitute  an original and all of which taken
together shall constitute one (1) and the same instrument.


7.9   Injunctive
Relief. The Executive agrees that in the event of any breach of this Agreement by the
Executive, damages, will be an inadequate remedy and that the Corporation shall be
entitled to make an  application to a court of competent jurisdiction for temporary
and/or permanent injunctive relief against the  Executive, without the necessity of
proving actual damage to the Corporation.


IN WITNESS
WHEREOF the parties have executed this Agreement this 15th day of September, 2006.


	












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	SIGNED, SEALED AND DELIVERED	)		
	in the presence of:	)	 	 
	 	)	 	 
	 	)	 	 
	/s/ Trevor Michael	)	/s/ John Pritchard	 
	Witness: Trevor Michael	)	John Pritchard	 
	 	GOLD RUN INC.	 
	 	By:	/s/ D. Richard Brown	 
	 	 	Name: D. RICHARD BROWN	 
	 	 	Title: CHAIRMAN	 
	 	I HAVE AUTHORITY TO BIND THE CORPORATION





	












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Schedule “A”


OPTION AGREEMENT


THIS AGREEMENT dated
as of the 15th day of September, 2006, between John Pritchard (the “Optionee”)
and Gold  Run Inc. (the “Optionor”);


WHEREAS the
Optionee has entered into an Employment Agreement with the Optionor dated of even-date
herewith (the “Employment Agreement”);


AND WHEREAS the
Optionor desires to grant to the Optionee and option to purchase the Optioned Shares  (as
defined below) on the terms and conditions set out herein;


NOW
THEREFORE in consideration of the mutual promises contained herein and the payment of
$1 by each  party hereto to the other and for other good and valuable consideration, the
receipt and sufficiency of which  are acknowledged, the parties hereto agree as follows:


ARTICLE 1

INTERPRETATION


1.1   Definitions


In this Agreement and the
recitals hereto, unless the context otherwise requires, the following words and
expressions shall have the following meanings:


(a)  “Cause” has
the meaning ascribed to such term in the Employment Agreement;


(b)  “Expiry
Date” means September 14, 2011 .at 11:59 p.m. (Toronto time);


(c)  “Date
of Termination” means the actual date of termination for any reason of the office or
employment of the Optionee, and does not include any period during which the Optionee is
in receipt of or is  eligible to receive any statutory, contractual or common law notice
or compensation in lieu thereof or  severance payments following the actual date 6f
termination or resignation; 


	 	(c) 	“Option
Notice” means a  notice indicating that the Optionee is exercising the Option in
whole or in part



	












12


	 	(d) 	“Option
Price” means US $0.25 per Optioned Share on the first 500,000 Optioned Shares
acquired on  exercise of the Option pursuant to this Agreement and US $0.50 per Optioned
Share on the remaining 1,000,000  Optioned Shares acquired on exercise of the Option
pursuant to this Agreement;



	 	(e) 	“Optioned
Shares” means the common shares of the Optionor that may be subscribed for by the
Optionee  pursuant to the terms of this Agreement, being 1,500,000 common shares of the
Optionor and “Optioned Share” means any one of such common shares of the
Optionor.



1.2   Sections
and Headings


The division of this
Agreement into Articles and Sections and the insertion of headings are for the
convenience of reference only and shall not affect the construction or interpretation of
this Agreement. The  terms this Agreement, “hereof”, “hereunder” and
similar expressions refer to this Agreement and not to any  particular Article, Section
or other portion hereof and include any agreement or instrument supplemental or
ancillary hereto. Unless something in the subject matter or context is inconsistent
therewith, references  herein to Articles and Sections are to Articles and Sections of
this Agreement.


1.3   Time
Periods


When calculating the period
of time within which or following which any act is to be done or step taken  pursuant to
this Agreement, the date which is the reference date in calculating such period shall be
excluded.


1.4   Extended
Meanings


Words importing the singular
number only shall include the plural and vice versa and words importing gender  shall
include masculine, feminine and neuter genders.


	












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ARTICLE 2
OPTION


2.1   Option
Grant


The Optionor hereby grants to
the Optionee the option (the “Option”) to purchase the Optioned Shares, at the
Option Price, subject to the terms and provisions of this Agreement, and in particular as
follows:


	 	2.1.1 	300,000
of the Optioned Shares, which shall vest and shall be available for exercise on the date
of  execution of this agreement;



	 	2.1.2 	a
further 400,000 Optioned Shares, which shall vest and shall be available for exercise
during the  period September 15, 2006 through September 14, 2007 pro-rata on a daily
basis. For clarity, as a result of  the preceding sentence, on each day commencing
September 15, 2006 up to and including September 14,2007, the  Optionee will have the
option to subscribe for 1,095.89 Optioned Shares;



	 	2.1.3 	a
further 400,000 Optioned Shares, which shall vest and shall be available for exercise
during the  period September 15, 2007 through September 14, 2008 pro-rata on a daily
basis;



	 	2.1.4 	the
final 400,000 Optioned Shares, which shall vest and shall be available for exercise
during the  period September 15,2008 through September 14,2009 pro-rata on a daily basis;
and



	 	2.1.5 	notwithstanding
the foregoing, if the Optionee has not exercised all of the vested Option to which he  is
entitled at any time commencing the date hereof, then the Optionee may exercise such
vested Option and  subscribe for the respective Optioned Shares at any time up to the
Expiry Date, subject to the early expiry  provisions provided below.



2.2   Accelerated
Vesting


Notwithstanding anything to
the contrary contained herein, in the event that 50% of the issued and  outstanding
common shares of the Optionor are acquired by any one individual’ or entity (the
“Control  Person”), the Option as set out in Article 2.l shall vest in its
entirety forthwith and the Optionee shall be  entitled to exercise the Option and
subscribe for the remainder of the Optioned Shares at the Option Price.


	












14


2.3

The Option shall expire and
terminate upon the Expiry Date as to such of the Optioned Shares in respect of  which the
Option has not then been exercised and such unexercised Optioned Sham shall no longer be
available  for exercise by the Optionee.


2.4   Option
Notice and Payment


The Option may be exercised
in whole or in part at any time and from time to time up to and including the  Expiry
Date in respect of the Optioned Shares. The Option may be exercised by the Optionee
giving to the  Optionor an Option Notice accompanied by a certified cheque or bank draft
representing the Option Price in  respect of the Optioned Shares for which the Option is
being exercised. Certificates for the exercised  Optioned Shares shall be issued and a
copy of such certificate shall be delivered to the Optionee a  reasonable time following
the actual receipt of the Option Notice and payment for the Optioned Shares being
acquired. The Optionee shall be registered in the books of the Optionor as the holder of
the exercised  Optioned Shares, which will be issued as fully paid and non-assessable
shares.


2.5   Early
Expiry


Any unvested portion of the
Option will expire before the Date of Termination in the following events and any  vested
portions will be dealt with as follows:


	 	(a) 	if
the Optionee dies, the portion of the Option that has vested and is exercisable at the
date of  death of the Optionee may be exercised by the personal representative of the
Optionee's estate on the earlier  of (i) 60 days after the death of the Optionee and (ii)
the Expiry Date;



	 	(b) 	if
the Optionee resigns his office or employment, the portion of the Option that has vested
and is  exercisable at the Date of Termination may be exercised by the Optionee on the
earlier of (i) thirty days  after the Date of Termination and (ii) the Expiry Date;



	 	(c) 	if
the Optionee is terminated without Cause. the portion of the Option that has vested and
is  exercisable at the Date of Termination may be exercised by the Optionee on the
earlier of (i) sixty days  after the Date of Termination and (ii) the Expiry Date;



	 	(d) 	if
the Optionee is terminated with Cause the portion of the Option that has vested and is
exercisable at the Date of Termination may be exercised by the Optionee forthwith after
the Date of  Termination but no later than two business days from the Date of
Termination; and



	 	(e) 	in
the event of permanent disability (as provided in the Employment Agreement), the portion
of the  Option that has vested and is exercisable at the Date of



	












15


Termination
may be exercised by the Optionee on the earlier of (i) six months after the Date of
Termination  and (ii)  the Expiry Date;


provided that the board of
directors of the Optionor may, in its absolute discretion, extend the Expiry Date  for
the Option at any time before or after such Option would otherwise have expired under
this Agreement.


2.6   Arbitration


The parties hereby agree that
they will use reasonable best efforts to resolve any disputes arising out of  this
Agreement in a co-operative and expeditious manner. To this effect, following notice of
'any party to  the others of a disagreement (which shall include any failure to agree
upon a matter to be agreed upon) the  parties hereto shall consult and negotiate with one
another in good faith an understanding to reach a just  and equitable solution. If those
attempts fail after a period of ten (10) business days (which, for greater  certainty,
excludes Saturdays, Sundays and any other' day recognized as a legal holiday either in
the State  of Delaware or the Province of Ontario) from the time the parties have been
notified in writing of the  disagreement, then every such disagreement shall be referred
to arbitration in the English language in the  City of Toronto, Ontario pursuant to the
Arbitration Act (Ontario), as amended from time to time, to be held  before a
single arbitrator who is mutually agreed to by the parties, provided that, if the parties
are unable  to agree on an arbitrator within fifteen (15) days of receipt of the written
notice, the arbitrator shall be  chosen by a Judge of the Ontario Superior Court of
Justice.


Notwithstanding the failure
..of any party to participate in the arbitration proceedings, the arbitrator may  proceed
to make an award and the costs of .the arbitration shall be borne as determined by the
arbitrator


The parties acknowledge and
agree that the award of the arbitrator shall be the sole and exclusive remedy of  the
parties and shall be enforceable in a court of competent jurisdiction. Notwithstanding
the foregoing, the  parties shall be entitled to seek injunctive relief or other
equitable remedies from any court of competent  jurisdiction. Except where clearly
prevented by the issue in dispute, the parties agree to continue  performing their
respective obligations under this Agreement and the other related agreements entered into
in  connection with this Agreement while the dispute is being resolved unless and until
such obligations are  terminated or expire in accordance with the provisions hereof.


2.7   Statutory
Resale Restrictions of Optioned Share


The Optionee acknowledges and
agrees that any and all resales of Optioned Shares owned by him will be subject  to the
applicable laws of the United States and Canada, and all applicable state and/or
provincial laws; as  well as any other restriction imposed by regulators or exchanges in
Canada or the United States, in the event  the Optioned Shares may become listed on an
exchange.


	












16


2.8   Voluntary
Resale Restrictions of Optioned Shares


The Optionee acknowledges and
agrees that any resale of Optioned Shares purchased pursuant to this Agreement  will be
further limited to the sale of no more than one (1%) percent of the Optioned Shares
during each  consecutive period of three (3) months commencing June 1,2007 (the Voluntary
Resale Restriction”). Such  restriction shall expire on August 31, 2008. For the
purposes of this Article 2.8 only, it is deemed that any  part of the Option that has
vested pursuant to the terms of Article 2.1 shall be deemed to have been  exercised for
the purposes of determining the number of Optioned Shares that the Optionee holds. The
Voluntary Resale Restriction shall be equally applicable to the Optionee, the founders of
the Optionor and  seed investors of the Optionor (collectively referred to in this
paragraph as the “aforementioned  individuals”). In the event that the Optionor
relaxes these restrictions (the “Relaxed Restriction Terms”),  the Optionee
will participate in the Relaxed Restriction Terms, at his option, in any further
permitted  resales of Optioned Shares on a pro-rata basis with the aforementioned
individuals.


2.9   Qualifying
the Optioned Shares for Resale


The Optionor agrees to
undertake to perform all necessary steps and file the necessary documentation with the
Securities and Exchange Commission (the “Commission”) .in order to properly
qualify the Optioned Shares for  resale in the public market immediately after the
Commission declares the Optionor’s registration statement  effective.


2.10   Shareholders
Agreement


In the event that the
Optionor requires employees and/or its founders and/or seed investors to enter into any
voting or shareholders agreement, the Optionee shall enter into such agreement prior to
the Option exercise  becoming effective. The Optionee acknowledges and confirms that the
terms in any voting or shareholder  agreement may not be favourable to the Optionee.


2.11   Right
of First Refusal


In the event that after the
Optionee ceases to be an employee of the Optionor, if it is the Optionee’s
intention to sell any shares of the Optionor owned by him, which shares may have been
purchased either  through the exercise of the Option described herein or otherwise, the
Optionee will give the Optionor written  notice of his intention to do so together with
the proposed terms of sale including but not limited to the  sale price (the “Sale
Notice”). Upon receiving such written notice from the Optionee, the Optionor shall
have  the right to purchase such shares from the Optionee for a period of ten (10)
business days from the date that  the Optionee provides said written notice to the
Optionor of its intention to sell said shares on the terms  set out in the Sale Notice.
In the event the Optionor does not exercise its right of first refusal as  aforesaid the
Optionee shall be entitled to sell such shares to a third party for a period of 60 days
and  further provided that the sale terms to such third party are no more favourable.
than the terms set out in  the Sale Notice; failing which the right of first refusal
provision in this paragraph shall again be  applicable.


	












17


ARTICLE 3
GENERAL


3.1   Amendments
and Waivers


No modification, variation,
amendment or termination by mutual consent of this Agreement and no waiver of the
performance of any of the responsibilities of any of the parties hereto shall be effected
unless such action  is taken in writing and is signed by all parties. No amendment to
this Agreement shall be valid or binding  unless set forth in writing and duly executed
by all of the parties hereto. No waiver of any breach of any  provision of this Agreement
shall be effective or binding unless made in writing and signed by the party  purporting
to give the same and, unless otherwise provided in the written waiver, shall be limited
to the  specific breach waived.


3.2   Severability


Each of the covenants,
provisions, Articles, Sections, subsections and other subdivisions hereof is severable
from every other covenant, provision, Article, Section, subsection and the invalidity or
unenforceability of  any one or more covenants, provisions, Articles, Sections,
subsections or subdivisions of this Agreement  shall not affect the validity or
enforceability of the remaining covenants, provisions, Articles, Sections,  subsections
and subdivisions hereof.


3.3   Time
of Essence


Time shall be of the essence
in this Agreement.


3.4   Notice


(1) Any notice or other
written communication required or permitted hereunder shall be in writing and:


	 	(a) 	delivered
personally to the party or, if the party is a corporation, an officer of the party to
whom  it is directed;



	 	(b) 	sent
by registered mail, postage prepaid, return receipt requested (provided that such notice
or  other written communication shall not be forwarded by mail if on the date of mailing
the party sending such  communication knows or ought reasonably to know of any
difficulties with the postal system which might affect  the delivery of mail, including
the existence of an actual or imminent postal service



	












18


disruption in
the city from which such communication is to be mailed or in which the address of the
recipient  is found); or


	 	(c) 	 sent
by facsimile with all necessary charges fully prepaid, confirmation of delivery requested.



(2) All such notices shall be
addressed to the party to whom it is directed at the following addresses:


	If to the Optionee:	A3-142 Pears Ave
Toronto, ON
M5R 1T2
	If to the Optionor:	c/o Osprey Capital Partners
Suite 1705, 55 University Avenue

Toronto, Ontario
M5J 2H7

Fax (416) 867-8301



with a copy to Harris +
Harris LLP at:


	 	Harris + Harris LLP
Barristers and Solicitors

2355 Skymark Avenue
Suite 300
Toronto, Ontario
L4W 4YG


Attention: Gregory H. Harris


Telephone No.: 905-629-7800

Facsimile No.: 905-629-4350



(3) Any party may at any time
change its address hereunder by giving notice of such change of address to the  other
party or parties in the manner specified in this section. Any such notice or other
written  communication shall be effective on the day of actual delivery.


	












19


3.4   Entire
Agreement


This Agreement constitutes
and contains the entire and only agreement among the parties relating to the  matters
described herein and supersedes and cancels any and all previous agreements and
understandings  between all or any of the parties relative hereto. Any and all prior and
contemporaneous negotiations,  memoranda of understanding or position, and preliminary
drafts and prior versions of this Agreement, whether  signed or unsigned, between the
parties leading up to the execution hereof shall not be used by any party to  construe
the terms or affect the validity of this Agreement. There are no representations,
inducements,  promises, understandings, conditions or warranties express, implied or
statutory, between the parties other  than as expressly set forth in this Agreement.


3.5   Application
of Agreement


Except as hereinafter
provided, neither of the parties hereto may assign its rights or obligations under this
Agreement without the prior written consent of the other party hereto.


3.6   Subdivision
or Consolidation of Shares


If the Optioned Shares are
changed by way of being classified or reclassified, subdivided, consolidated or
converted into a different number or class of shares or otherwise, or if the Optionor
amalgamates, the Option  Price and the type of security to be delivered to the Optionee
upon exercise of the Option in whole or in  part shall be adjusted accordingly, in all
cases so that the Optionee shall receive the same number and type  of securities as would
have resulted from such change if the. Option or the remaining part thereof had been
exercised before the date of the change.


3.7   Governing
Law


This Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware and  the
laws of the United States applicable therein.


3.8   Execution


This Agreement may be
executed in several counterparts, each of which, when so executed shall be deemed to be
an original, and such counterparts together shall constitute one and the same instrument.
This Agreement may  be transmitted by facsimile or such similar device and the
reproduction of signatures by facsimile or such  similar device will be treated as
binding as if


	












20


originals and each, party
hereto undertakes to provide each and every other party hereto with a copy of the
Agreement bearing original signatures forthwith upon demand.


3.9   Further
Assurances


The parties shall sign such
further and other documents, cause such meetings to be held, resolutions passed  and
by-laws enacted, exercise their vote and influence, do and perform and cause to be done
and performed  such further and other acts and things as may be necessary or desirable in
order to give, full effect. to  this agreement and every part thereof.


3.10   Enurement


This Agreement shall enure to
the benefit. of and be binding upon the parties hereto and their respective  heirs;
executors, administrators, successors and assigns.


IN WITNESS WHEREOF the
parties have executed this Agreement.



	SIGNED, SEALED AND DELIVERED	)		
	in the presence of:	)	 	 
	 	)	 	 
	 	)	 	 
	 	)	 	 
	Witness	)	John Pritchard	 
	 	GOLD RUN INC.	 
	 	Per:	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	I have authority to bind the  corporation.