**CONTRACT
FOR SERVICES**
 
 **THIS
CONTRACT** made the
24th day of March 2004
 
 **BETWEEN** :
 **MICHAEL
W. P. HIBBITTS** , P.
Geo., of
 1518
Tanglewood Lane
 Coquitlam,
BC V3E 2V2
 (herein
referred to as “Hibbitts”)
  OF THE
FIRST PART
 
 AND:
 **DRC
RESOURCES CORPORATION** ., a body
corporate duly incorporated under the laws of the Province of British Columbia
and having its principal place of business at Suite 601 - 595 Howe Street,
Vancouver, BC
  (herein
referred to as “the Company”)
 OF THE
SECOND PART
 
 **WHEREAS** Hibbitts
has represented that he is experienced and proficient in managing the
exploration, design and development of a British Columbia mining project to
production;
  **AND
WHEREAS** the
Company has agreed to engage Hibbitts’ services as an independent consultant to
manage the exploration, design and development of the Afton Project, Kamloops,
BC (“the Project”) and Hibbitts has agreed to provide the same upon the terms
and conditions set forth in this contract for services
(“Contract”);
  AND
WHEREAS the parties have agreed that, upon execution and only for so long as
this Contract is in effect, Hibbitts will be appointed and serve as Vice
President of Exploration of the Company, with the job description and duties as
described in Schedule A hereto attached;
  **THEREFORE
THIS CONTRACT WITNESSES** that, in
consideration of the premises and of the covenants and undertakings herein
exchanged, the parties have agreed as follows:
  **Section
1 CONTRACT FOR SERVICES**
  1.1 Hibbitts
shall provide the Company with full time attendance to project management and
the provision of professional geological services with respect to the Project.
“Full time” means all normal business hours each business day of each month
during the currency of the Contract.
  1.2 Hibbitts
covenants that he shall in his professional and managerial capacities perform
all such services as are reasonably required of him and from time to time
assigned in writing by the President or, in the President’s absence, the board
of directors of the Company, and that such services shall be provided to the
Company on a preferred client basis, without additional or special compensation
than as herein provided.
  
 1.3 The
means, methods, and details of performing the services to be rendered shall be
under the discretion and control of Hibbitts; however, all such services shall
be subject to inspection and acceptance by the Company. Hibbitts will perform
the services in a manner consistent with that level of care and skill ordinarily
exercised by other members of the professional engineering and geological
sciences professions currently practising under similar conditions subject to
the time limits and financial and physical constraints hereunder applicable to
the services.
  **Section
2 TERM OF CONTRACT**
  2.1 This
Contract shall commence on the 24th_ day of March 2004 and continue month to
month thereafter, unless and until terminated in accordance with subsection 2.2
hereof.
  2.2 Notwithstanding
anything herein contained, the Company may terminate this Contract at any time
upon thirty (30) days notice to Hibbitts, such notice to be accompanied by full
payment for all services provided by Hibbitts delivered and to be delivered to
the effective date of such notice.
  2.3 Upon
termination of this Contract, Hibbitts will be deemed to have resigned his
position as Vice-President of Exploration of the Company.
  **Section
3 PAYMENT FOR SERVICES & RELATED COMPENSATION**
  3.1 **Retainer** For all
services required to be performed hereunder the Company shall pay Hibbitts an
all inclusive monthly retainer of $11,000.00 plus GST, such retainer to be
direct deposited to Hibbitts’ bank account upon receipt of monthly
invoice.
  3.2 **Bonus** Upon
Hibbitts performing the services and completing the Feasibility Study according
to the agreed timeline, the Company will pay Hibbitts a bonus of $18,000.00. For
purposes of this provision, “Feasibility Study” means a report that concludes
the Project is economically feasible and which allows the Company to secure
project (that is, non-recourse) debt or equity financing from a major banking or
other lending institution or smelter.
  3.3 **Stock
Option** As
compensation for entering into this Contract for Services, the Company will
grant Hibbitts an option to purchase up to 100,000 common shares of the Company,
subject only to Toronto Stock Exchange rules and approval, if required, such
option to be exercisable as follows:
  3.3.1
    as
      to 50,000 common shares upon completion of Feasibility Study within
      established timeline., and
  3.3.2
    as
      to 50,000 common shares upon completion of the Feasibility Study within
      the agreed budget and timeline.
  3.4 **Out
of Pocket Expenses** The
Company will reimburse Hibbitts all reasonable out-of-pocket expenses incurred
by him in the course of and directly related to providing the services in
connection with the Afton Project. The Company will supply a major credit card
for Hibbitts’ use in connection with providing the Afton Project services. All
claims for reimbursement of expenses and payment of credit charges shall be
supported by receipts and vouchers.
  2
 3.5 **Transportation** The
Company will provide Hibbitts with a truck for use on and in connection with the
Afton Project.
  3.6 **Insurance** The
Company will maintain a policy of Executive and Organization Liability
Insurance, Commercial General Liability Insurance, Workers Compensation Board
coverage, and Automobile (truck) Insurance.
  3.7 **Miscellaneous** Hibbitts
shall be entitled to free use and provision of executive benefits which the
Company offers as incidental to the holding of a senior management office,
including but not limited to paying for business cards and use of the Company’s
residential facilities in Kamloops.
  **Section
4 INDEPENDENT CONTRACTOR**
  4.1 Hibbitts
shall perform the services hereunder as an independent contractor and nothing
herein shall be construed as creating the relationship of employer-employee
between the Company and Hibbitts, nor shall this Contract be construed as
creating in Hibbitts any right of or to present or future employment by the
Company, nor, as herein expressly provided, to any of the entitlements or
benefits of employment or a contract of service.
  4.2 The
Company shall have no responsibility for any personal injury, loss or damage
caused to or incurred by any employee, servant or agent of Hibbitts, who shall
himself arrange and pay the cost of providing Workers Compensation Board
coverage to all such employees of his in the course of performing his services
for the Company hereunder, unless the Company agrees in writing to the terms of
engagement and to pay the cost prior to the hiring of any such
person.
  **Section
5 REPORTING**
  5.1 Hibbitts
shall report to the person who is from time to time President of the Company, or
to such other person as the President may from time to time designate to
Hibbitts by notice in writing as herein provided.
  **Section
6 ASSIGNABILITY**
  6.1 This
Contract is for personal services only and is not assignable by Hibbitts
provided, however, that Hibbitts may with the written consent of the Company
assign to and elect to have the obligations of Hibbitts performed by a
corporation over which he has control and which covenants that it will provide
Hibbitts’ services hereunder without substitution.
  **Section
7 COMPLIANCE WITH LAW**
  7.1 Hibbitts
acknowledges that the effective discharge of his duties hereunder require a
diligent effort on his part to comply, and for him to cause those under his
direction to comply, with all governmental permits, orders, laws, regulations
and statutes applying to the Project and to the conduct of the exploration and
development programs thereon.
  3
  **Section
8 PROPERTY OF THE COMPANY**
  8.1 Hibbitts
acknowledges that, in providing the services, he will obtain special knowledge
and information concerning the properties and business affairs of the Company,
that the same constitute an integral part of the Company’s asset base, the value
of which cannot now be readily ascertained, and covenants that the same shall be
kept in the strictest of confidence.
  8.2 All
professional work product of Hibbitts, including without limitation, all
documents and data, reports, drawings, logs, field data, laboratory data and
calculations prepared or contributed to by Hibbitts in the course of performing
the services shall be and remain the exclusive property of the
Company.
  **Section
9 NOTICES**
  9.1 Any
notice, consent or request required or permitted to be given hereunder shall be
in writing and may be given by depositing the same in the mail in Canada
addressed to the party to be notified, postage prepaid and registered or
certified with return receipt requested, or by delivering such notice in person
to such party.
  9.2 The
failure of a party to retain or produce a return receipt for any notice given
hereunder as above provided shall not affect the validity of the notice. Notices
so given shall be deemed effective five days after mailing or upon delivery to
the party to be notified.
  9.3 All
notices to be sent to a party hereunder shall be addressed to the party at the
address of the party set forth on the first page hereof, provided that a party
may from time to time change such address for service by giving notice thereof
to the other party in the manner herein above set forth.
  **Section
10 GOVERNING LAW**
  10.1 This
Contract shall be governed by, construed under and enforceable in accordance
with laws of the Province of British Columbia and of Canada therein applicable
and each of the parties irrevocably attorns to the jurisdiction of the courts of
that Province.
  **Section
11 Technical References**
  11.1
    In
      the event the Company disagrees with a Hibbitts’ recommendation or
      proposed course of action with respect to the Project, the Company shall
      have the final say, but Hibbitts may request that the Company refer the
      question to an independent professional of the Company’s
      choice.
  **Section
12 COMPLETE AGREEMENT**
  12.1 This
Contract constitutes the whole of the agreement between the parties, supersedes
all prior agreements, oral and otherwise, and there shall be no implied terms
hereof. Any amendment hereof shall be effective only if in writing signed by
both parties.
  12.2 The
representations contained herein are conditions on which the parties have relied
in entering into the Contract and are to be construed as both conditions and
warranties.
  4
  **Section
13 NO THIRD PERSON BENEFICIARIES**
  13.1 This
Contract is made solely for the benefit of the parties hereto and their
respective heirs and permitted assigns, and no other person shall have any
rights, interest or claim hereunder. The right of any heir of Hibbitts shall be
restricted to the amount of any monthly retainer unpaid at the date and only in
respect of the month in which Hibbitts is deceased.
  **Section
14 HEADINGS**
  14.1 The
headings contained in the Contract are for convenience of reference only and
shall not affect the meaning, interpretation or scope of the provisions to which
they relate.
  **Section
15 ENUREMENT**
  15.1 This
Contract shall enure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators, successors and permitted
assigns.
  **IN
WITNESS WHEREOF** the
parties have executed this agreement the day and year first above
written.
 **SIGNED,
      SEALED AND DELIVERED**
    )in
      the presence of:
    )))
    __________________________________________________________________________
    )
    **MICHAEL
      W.P. HIBBITTS**Signature
      of Witness
    )____________________________________
    )Address
      of Witness
    )____________________________________
    )Occupation**DRC
      RESOURCES CORPORATION**By__________________________________Authorized
      SignatoryBy
      _________________________________Authorized
      Signatory
 5
  **SCHEDULE
A**
 
 **DRC
RESOURCES CORPORATION**
 March
2004
 
  Re:
    Position
      of Vice-President - Exploration, Afton Copper-Gold Project, Kamloops,
      BC
  With
respect to the position with DRC Resources as Vice President - Exploration, the
following is the job description and duties:
  **Job
Description and Duties:**
  **I**
    **Scope
      of Work**
  1:
    Design,
      implementation and supervision of Underground Exploration Program to
      advance Afton Project through feasibility stage.
  2:
    Negotiate
      Agreements with contractors - mining, drilling dewatering, road building,
      etc.
  3:
    Manage
      the entire Afton program including but not limited to engineering,
      geology, drilling, tunneling, metallurgy, permitting, mill and tailings
      pond upgrade and the contractors/employees conducting the work. Maintain
      the Company’s tenure of mineral holdings.
  4:
    Assist
      in the preparation of the detailed feasibility report. Recommend to DRC
      management any subsequent course of action required to take the project to
      production.
  5:
    Act
      as Afton Qualified Person for technical and financial audits from outside
      parties.
  6:
    Consider
      alternative to the purchase of Teck Mill (plant) and tailings disposal
      system and initiate permitting procedures for both
      possibilities.
  **II**
    **Project
      Budget**
  1:
    Develop
      detailed preliminary budget and time-line in consultation with DRC
      Management and in that regard:
  (a)
    Review
      and obtain approval of any proposed changes in project plans and
      anticipated increase or decrease in the proposed budget before
      implementation
  (b)
    Maintain
      up-to-date cost control and analysis for the entire project and submit to
      Management on a timely basis.
  (c)
    On
      a weekly basis, deliver to accounting office in Vancouver all invoices
      related to the Afton Project to ensure up-to-date books and records for
      the project expenses are maintained.
  6
 ****
 **SCHEDULE
A, page 2**
  **III**
    **Time
      Line for Project**
  1:
    By
      April 30, 2004, in consultation with President,
  (a)
    prepare
      project development tasks list to production stage,
and
  (b)
    Detail
      prioritized timeline for completion of project development tasks to
      completion of feasibility study and best estimate of timeline thereafter
      to production
  2:
    Determine
      staffing requirement and hiring schedule for project
      development.
  **IV**
    **Business
      Conduct**
  1:
    Ensure
      that DRC Resources’ Standard of Business Conduct, (a copy of which has
      been given to you), is maintained by all employees, contractors, etc. Keep
      management informed of any problems that arise and solutions that have
      been put into effect to alleviate problems.
  **V**
    **Reporting**
  1:
    Report
      to President of Company on a timely basis
  2:
    Report
      to Regulatory Bodies where applicable: (MEM, WLA,
etc.)
  3.
    Within
      7 working days after each month end, deliver monthly Progress Reports
      based on weekly updates and consultation with the President of DRC, such
      Reports to include percentage achievement of planned work and reasonably
      detailed budget vs actual performance.
 
   7
  **ADDENDUM
TO CONTRACT FOR SERVICES**
 
 
 **THIS
CONTRACT** made the
18th day of October, 2004
 
 **BETWEEN** :
 **MICHAEL
W. P. HIBBITTS** , P.
Geo., of
 1518
Tanglewood Lane
 Coquitlam,
BC V3E 2V2
 (herein
referred to as “Hibbitts”)
  OF THE
FIRST PART
 
 AND:
 **DRC
RESOURCES CORPORATION** ., a body
corporate duly incorporated under the laws of the Province of British Columbia
and having its principal place of business at Suite 601 - 595 Howe Street,
Vancouver, BC
  (herein
referred to as “the Company”)
 OF THE
SECOND PART
 
 
 **WHEREAS** Hibbitts
has been engaged as Vice President, Exploration & Development of the Company
pursuant to Contract for Services dated March 24, 2004 (“the Contract for
Services”);
 
  **AND
WHEREAS** the
Company has changed its reporting structure pursuant to the Addendum to
Executive Services Agreement dated October 18, 2004 between the Company and John
H. Kruzick;
  
 **THIS
AGREEMENT WITNESSES** that, in
consideration of the premises, the parties have agreed as follows:
 
 1.
    The
      references to “President of the Company” in Section 5 of the Contract for
      Services and Section V of Schedule A to the Contract for Services are
      amended to refer to “Chairman of the Board of the Company” with such other
      changes within the Contract for Services deemed to have been made as the
      context requires.
 
 2.
    In
      every other respect the Contract for Services is confirmed to be unchanged
      and to continue in full force and effect.
 
 
 
  8
  **IN
WITNESS WHEREOF** the
parties have executed this Agreement the 18 th day of
October, 2004.
 
 **SIGNED,
      SEALED AND DELIVERED BY MICHAEL W. HIBBITS**
    )in
      the presence of:
    )))
    __________________________________________________________________________
    )
    **MICHAEL
      W.P. HIBBITTS**Signature
      of Witness
    )____________________________________
    )Address
      of Witness
    )____________________________________
    )Occupation**DRC
      RESOURCES CORPORATION**By__________________________________Authorized
      SignatoryBy
      _________________________________Authorized
      Signatory
  9
  **ADDENDUM
TO CONTRACT FOR SERVICES**
 
 
 **THIS
CONTRACT** made the
1st day of January, 2005
 
 **BETWEEN** :
 **MICHAEL
W. P. HIBBITTS** , P.
Geo., of
 1518
Tanglewood Lane
 Coquitlam,
BC V3E 2V2
 (herein
referred to as “Hibbitts”)
  OF THE
FIRST PART
 
 AND:
 **DRC
RESOURCES CORPORATION** ., a body
corporate duly incorporated under the laws of the Province of British Columbia
and having its principal place of business at Suite 601 - 595 Howe Street,
Vancouver, BC
  (herein
referred to as “the Company”)
 OF THE
SECOND PART
 
 
 **WHEREAS** Hibbitts
was engaged as Vice President, Exploration & Development of the Company
pursuant to Contract for Services dated March 24, 2004 (“the Contract for
Services”);
 
  **AND
WHEREAS** the
Company has determined to engage Hibbitts as an employee pursuant to a
resolution dated January 20, 2005 approved by the board of director’s and
retroactive to January 1, 2005.
  
 **THIS
AGREEMENT WITNESSES** that, in
consideration of the premises, the parties have agreed as follows:
 
 1.
    **The
      whole of Section 3.1 Retainer**,
      is deleted and replaced with the following:
 
 “ **3.1
Salary** For all
services required to be performed hereunder the Company shall pay Hibbitts an
all inclusive monthly salary of $12,500, such salary, to be subject to all
required statutory withholdings, shall be directly deposited to Hibbitts’ bank
account on the last day of each month. “
 
 2.
    **The
      whole of Section 3.2 Bonus**,
      is deleted.
 
 3.
    **Section
      3.3 Stock Option**is
      amended as to subsection
 
 10
 3.3.1
which is deleted and replaced with the following:
 
 “as to
50,000 common shares exercisable between January 1, 2005 and on or before April
13, 2006.”
 
 3.3.2
which is deleted and replaced with the following
 
 “ as to
50,000 common share exercisable between January 1, 2006 and on or before April
13, 2006
 
 4.
    **Section
      4 INDEPENDENT CONTRACTOR,**is
      deleted in its entirety
 
 
 **IN
WITNESS WHEREOF** the
parties have executed this Agreement the 3rd day of February, 2005.
 
 **SIGNED,
      SEALED AND DELIVERED BY MICHAEL W. HIBBITS**
    )in
      the presence of:
    )))
    __________________________________________________________________________
    )
    **MICHAEL
      W.P. HIBBITTS**Signature
      of Witness
    )____________________________________
    )Address
      of Witness
    )____________________________________
    )Occupation**DRC
      RESOURCES CORPORATION**By__________________________________Authorized
      SignatoryBy
      _________________________________Authorized
      Signatory
 11