**THIS
AGREEMENT** entered
into this 30 th day of
November
 
 
 **BETWEEN:**
 
 **DRC
RESOURCES CORPORATION**
 601 - 595
Howe Street
 Vancouver,
BC
 V6C
2T5
 
 (hereinafter
called “the Company”)
 
 **AND:**
 
 **F.
BOISVENU DRILLING LTD.**
 615 -
4 th Avenue
 New
Westminster, BC
 V3M
1S5
 
 (hereinafter
called “the Contractor”)
 
 
 **WHEREAS:**
 
 A.
    The
      Company requires an underground diamond drilling program (“the Work”) to
      be commenced in January 2005 and carried out in co-ordination with the
      excavation and development of an exploration access decline by Procon
      Mining and Tunnelling Ltd. (“Procon”) on the Company’s Afton Copper-Gold
      Project located near Kamloops, BC;
 
 B.
    The
      Contractor represents that it has the manpower and equipment available to
      and capable of carrying out the Work, is prepared to commence drilling in
      January 2005 and to perform diamond drilling to the specifications
      required by the Company on the terms and conditions hereinafter
      contained.
 
 
 **NOW
THEREFORE THIS AGREEMENT WITNESSES THAT:**
 
 1.0
    The
      Work
 
 1.1
    The
      Company anticipates that the Work will consist of drilling up to 20,000
      metres, but does not guarantee that a minimum or any amount of drilling
      will be done.
 
 1.2
    The
      Contactor will supply a Hydracore 2000 75 HP Electric drill and a
      Hydracore 3000 125 HP Electric drill, together with all necessary
      associated equipment, diamond bits and labour to perform the Work at the
      rates set out in section 2 hereof and upon the other terms and conditions
      of this Agreement. The drills and related equipment to be supplied by the
      Contractor shall have the ability to drill holes up to 3,500 feet in
      length of NQ2 size core. No further cost of mobilization will be
      chargeable to the Company should alternate equipment be required. All
      equipment must meet all requirements of the Mines
Act.
 
 
 1.3
    The
      Contractor shall supply labour required for conduct of the Work and shall
      bear the cost of diamond wear and loss and all other operating expenses
      incurred in carrying out the Work, unless otherwise expressly hereinafter
      provided. .
 
 1.4
    The
      Contractor will throughout the conduct of the Work ensure that its drill
      crews consist of fully qualified and competent workers and, prior to
      commencement of the Work, will provide the Company with evidence that:
 
 1.4.1
    the
      drill Crews have basic first aid certification,
and
 1.4.2
    have
      attended a basic mine rescue and emergency evacuation course at the
      Contractor’s cost.
 
 1.5
    The
      Contractor will upon mobilization and from time to time thereafter when
      changes in personnel occur, provide the Company with a list of the persons
      and each of their resumes showing relevant experience of the Drill Crew
      members.
 
 2.0
    Schedule
      of Rates
 
 2.1
    Mobilization
      and Demobilization
 
 The
Company will pay a single charge of $1,800.00 to cover all the Contractor’s
costs to move its drills and related equipment, supplies and personnel from its
base of operations in Delta, BC to the truck unloading point at the Work site
and, on completion of the Work to return same from the Work site truck loading
point to Delta, BC.
 
 2.2
    Drilling
      Rates ($CDN)
 NO2
 From
      (depth)
    
    To
      (depth)
    Price
      per Foot0
      feet
    
    500
    $14.50500
      feet
    
    1,000feet
    $15.501000
      feet
    
    1500
      feet
    $16.751500
      feet
    
    2000
      feet
    $18.252000
      feet
    
    2500
      feet
    $20.502500
      feet
    
    3000
      feet
    $22.503000
      feet
    
    3500
      feet
    $24.75
 From to a
Depth of
 
 2
 
 The above
rates are for angles between +40 to -90 degrees. For drilling at angles between
+40 and +90 degrees, each of the above rates will be increased by $1.00 per
foot.
 
 2.3
    Field
      Cost Rates ($CDN)
 
 When work
is carried on under field cost conditions, the following rates
apply:
 
 Labour  $34.00
per hour*
 Drill and
pump  $22.50
per hour
 Materials  Cost plus
10%*
 
 PROVIDED
and it is understood that:
 2.3.1
    Drill
      mud, lubricants and chemical additives as well as grout and cement used in
      the hole will be charged at cost,
 2.3.2
    Lubricants
      used on the drill and pumps are included in the cost per
    foot,
 2.3.3
    Standby
      rates are limited to Labour costs as specified in section
    7.0,
 2.3.4
    There
      will be no additional charge for Drills and Pumps,
and
 2.3.5
    All
      field cost portions of the Work must be approved in writing by the Company
      representative prior to the same being
commenced.
 
 2.4
    Setup
      and Teardown
 
 Setup
from first mobilization and teardown to point at mobilization and from the last
point of demobilization for the entire project will be at field cost rates
limited to 16 hours which will be 50% to the contractors account and 50% to the
Companies account.
 
 2.5
    Moves
      Between Holes
 
 Moves
between setups and between Diamond Drill bays are at the Contractor’s cost and
included in the cost per foot rate.
 
 2.6
    Surveys
 
 The
Contractor will perform in-the-hole surveys utilizing the Company’s in-the-hole
survey device. Charges for the survey will be limited to the field cost rate for
labour only.
 
 Charges
for grouting and cementing of holes will be limited to the field cost rate for
labour only.
  3
  
 2.7
    Core
 
 The
drilling shall be conducted so as to provide maximum core recovery with every
reasonable precaution taken to prevent crushing or grinding of core and
deviation of hole.
 
 All cores
recovered by the Contractor shall be delivered to the Company. The core will be
delivered to surface by the Contractor, carefully packed, washed, and placed in
core boxes provided by the Company. The boxes will be clearly marked as to hole
number and footage as well as marker blocks clearly showing the given distance
at the end of a drill run as well as providing markers for lost core, faults,
etc. The location and extent of faults, water and any other unusual condition
must also be clearly recorded on the daily shift report.
 
 2.8
    Casing
 
 When
pipe, casing, diamond set articles or casing shoes are lost or left in a hole on
the instructions of the Company’s representative, the Company will pay the
Contractor for such materials at cost plus 10%, provided that, if casing or
articles described as drill tools in subsection 2.9 are not in new or near new
condition, the replacement cost payment will be at a discounted rate mutually
agreed by the Company and Contractor, based on the wear condition of the items
lost or left in the hole on instruction of the Company
representative.
 
 2.9
    Drill
      Tools
 
 Drill
rods, core barrels, core bits, reaming shells, casing shoes and other down-hole
tools lost or damaged in holes, without negligence on the part of the drill crew
during a period when work is being performed at field cost rates, will be
chargeable by the Contactor at field cost rates, provided that, if casing or
articles described as drill tools in subsection 2.9 are not in new or near new
condition, the replacement cost payment will be at a discounted rate mutually
agreed by the Company and Contractor, based on the wear condition of the items
lost or left in the hole on instruction of the Company
representative.
 
 2.10
    Hole
      Direction and Completion
 
 A layout
design sheet with written instruction and a typical section, hole number depth,
azimuth and direction and any specific instructions will be provided to the
Driller/Foreman. These sheets will be signed by both Company and Contractor. The
Company representative will be called upon to check the hole location and
Azimuth and dip before each new hole is started. Under no circumstances will the
Contractor be permitted to change the location, Azimuth and depth without the
prior written permission of the Company. Any footage drilled in error by the
Contractor will be for the Contractors account.
 The
Company shall check the angle and direction of each hole in order to ensure that
the hole is being started at the required angle and in the required direction.
The Contractor assumes no responsibility for any deviation that may occur in a
hole beyond the collar other than by the utilization of equipment that is good
mechanical condition and good drilling practices.
 
 4
 The
measurement of all holes shall be taken from the top of the casing or standpipe,
as the case may be.
 
 In the
event that cavities or loose caving materials or artesian water are encountered
of a nature as to prevent the successful completion of any hole, the Contractor
does not, under such conditions, guarantee to drill to a predetermined depth,
and in the event that it becomes necessary to abandon the hole, the Company
agrees to pay for such uncompleted holes at that rate herein specified for all
footage completed.
 
 2.11
    Hole
      Stabilization
 
 The use
of a hexagonal core barrel is included in cost per foot.
 
 The
stabilization of any hole because of caves will be charged by the Contractor at
field cost rates.
 
 Lubricants,
greases, chemical additives and mud supplied and used by the Contractor as
in-the-hole additives will be charged at cost.
 
 Oils and
grease used in lubrication of the drills and pumps is included in the cost per
foot rate.
 
 Delays to
the drilling operation in connection with reaming through casing, cementing
other than grouting or cementing completed holes or delays in connection with
the encounter of artesian water will be chargeable to the Company at field cost
rates.
 
 Field
cost rates will be chargeable for hole stabilization operations only if the
Company representative has given the Contractor prior written acknowledgement
that abnormal drilling conditions have been encountered.
 
 2.12
    Resetting
      Holes
 
 If the
resetting of a hole is due to a design change signed by the Company
representative, all time to reset a hole will be charged at field cost rates for
crew and drill.
 
 If
resetting of a hole is due to error or negligence on the part of the Contractor,
all resulting costs are for the Contractor’s account.
 5
 3.0
    Daily
      Travel
 
 Daily
travel to and from the Work site will be at the Contractor’s own
expense.
 
 4.0
    Room
      and Board
 
 The
Contractor will supply room and board for its crew, if required, at no charge to
the Company.
 
 5.0
    Site
      Services
 
 5.1
    The
      Company will at its cost supply:
 
 5.1.1
    a
      sufficient quantity of water for normal drilling
    operations,
 5.1.2
    a
      sufficient quantity of electricity will be supplied to the drill
      site
 5.1.3
    mobile
      aid in moving from portal to first drill station, between stations and
      from last station to the portal,
 5.1.4
    underground
      transportation,
 5.1.5
    mine
      lamps, and
 5.1.6
    a
      shift boss.
 
 5.2
    The
      Contractor will at its cost (i.e. included in the per foot price)
      supply:
 5.2.1
    electrical
      cable to the drill without charge,
 5.2.2
    all
      necessary setup timbers and wedges,
 5.2.3
    drill
      stations of the minimum size per the sketch provided by the Contractor for
      7’6” pull,
 5.2.4
    surface
      transportation, if required, for all his personnel,
and
 5.2.5
    any
      electrical switch gear required for hook up to the
  drill.
 
 6.0
    Work
      Schedule
 
 6.1
    The
      Contractor will operate two (2) shifts, eleven (11) hours per day each,
      seven days per week, per drill, as
required.
 
 6.2
    should
      a Christmas shutdown be requested by the Contractor, it will be at the
      Contractor’s cost. The Company reserves the right to order a Christmas
      shutdown at no cost to it.
 
 6.3
    The
      Contractor shall co-ordinate its work schedule with the Work site
      representative of Procon, so as to ensure that the Contractor’s activities
      do not interfere unreasonably with Procon’s conduct of the decline
      excavation and related development work. The costs arising from
      unnecessary delays in access sharing or resulting from the Contractor’s
      failure to timely co-ordinate and arrange its schedules shall be solely
      for the cost of the Contractor.
 
 6
 
 7.0
    Standby
 
 7.1
    Standby
      delays caused or ordered by the Company will be chargeable to the Company
      at the field cost rates up to a maximum of 8 hours per man per shift and 8
      drill hours per shift. The cost of all other delays resulting from
      occurrences such as mechanical breakdown, shortage of supplies or
      materials, tools or drill crew will be the Contractor’s sole
      responsibility.
 
 7.2
    Standby
      delay will be deemed to include waiting for moving orders, waiting for
      blasting, waiting for air, water or electricity, inaccessibility to the
      site because of road or weather conditions, or waiting for air.
 
 7.3
    Standby
      charges rate will be limited to field cost Labour rates as provided in
      subsection 2.3.
 
 8.0
    Security
 
 The
Contractor will not disclose to any person any information regarding the drill
results, nor permit any person other than the Company’s accredited
representative access to any drill core, except with the prior written
permission of the Company’s representative.
 
 The
Contractor and each of its employees will sign the form of confidentiality
agreement supplied by the Company. No employee of the Contractor will be
permitted access to the Work site unless he has signed the Company’s required
form of confidentiality agreement.
 
 9.0
    Discipline
 
 The
Contractor shall at all times enforce strict discipline and maintain good order
among its employees, and shall not retain on the work any unfit person or anyone
not skilled in the work assigned him.
 
 Any
employee of the Contractor who is objectionable or unsatisfactory to the Company
shall be removed from the Work and replaced by an employee satisfactory to the
Company.
 
 10.0
    Insurance
 
 The
Contractor shall, during the performance of this Contract, maintain insurance
that will protect it and the Company from all claims of damage for personal
injury, including death resulting therefrom, and from claims for property damage
resulting from activities of the Contractor under this contract, in an amount of
$5,000,000 inclusive for all liabilities for any one accident or occurrence. The
Contractor shall ensure that all its owned and non-owned motor vehicles that
come on the Work site are insured against liability for personal injury and
property property damage for a minimum of $2,000,000 such insurance
coverage.
 The
Contractor shall be liable at all times for damage to or destruction of the
Contractor’s materials and supplies, regardless of how such damage or
destruction occurs. The Company shall be under no liability or obligation to
reimburse the Contractor for any such loss, unless such loss or damage is caused
by the gross negligence of the Company, its agents or employees and such loss or
damage is not caused or contributed to by the negligence of the Contractor, its
agents or employees.
 
 7
 The
Contractor will prior to commencing the Work provide the Company with an
insurance cover note or other proof of insurance naming the Company as an
additional insured under the Contractor’s general liability insurance
policy.
 
 11.0
    Workers’
      Compensation
 
 The
Contractor shall and covenants to pay all levies, premiums and assessments
required to maintain itself in good standing with the Workers’ Compensation
Board and, in particular, with respect ot all its employees engaged in carrying
out the Work to be performed under this Agreement. The Contractor shall
indemnify and save the Company harmless from any claims, suits, or demands of
any other person for loss or damage arising out of the Contractor’s activities
under this Agreement. The Contractor warrants that there are no monies due and
owing to the said Board and shall provide the Company, prior to commencing the
Work and thereafter upon request and from time to time when required, with a
letter of good standing from the said Board certifying that there are no monies
due and owing to the said Board by the Contractor in respect of work performed
or to be performed under this Agreement.
 
 12.0
    Sanitation
      and Environment
 
 During
the course of the Work, the Contractor shall at all times keep the Work site and
the Company’s premises thereon free from any accumulation of waste material and
rubbish, and upon completion of the Work, shall remove all tools, scaffoldings,
surplus materials and rubbish and leave the Work site and Company premises in a
clean condition.
 
 13.0
    Dispute
      Resolution
 
 13.1
    In
      the event the Contractor disputes a ruling or decision of the Company’s
      representative concerning any technical issue involving costs in excess of
      $1,000, the Contractor may, by notice in writing specifying the exact
      nature and details of the matter in dispute, require the issue to be
      referred to an independent professional engineer (“referee”) mutually
      acceptable to the Contractor and the
Company.
 13.2
    The
      referee shall render his decision to the parties in writing within 14 days
      of receiving the reference together with a statement of his account for
      services.
 13.3
    The
      decision of a referee shall be binding on both
parties.
 13.4
    The
      cost of a referee will be shared equally between the
    parties.
 8
 13.5
    In
      the event the parties fail to agree upon a referee or a dispute is
      referred to a court of law, the parties attorn to the jurisdiction of the
      courts of the Province of British Columbia.
 
 14.0
    Termination
 
 14.1
    The
      Company may terminate this Agreement at any time upon written notice, in
      which case the Company shall be liable to pay the Contractor only for that
      part of the Work satisfactorily completed to the date of termination as
      aforesaid.
 
 14.2
    The
      Contractor may terminate this Agreement should its fulfillment be rendered
      impossible because of the unavailability of materials and supplies or
      inability to secure labor due to restrictions or causes beyond the
      Contractor’s control, provided that in such case the Contractor shall not
      be liable for any loss or damage directly or indirectly suffered by the
      Company by reason of exercise of such right or
  termination.
 
 15.0
    Assignment
 
 The
Contractor shall not assign its rights or obligations under this Agreement
without the prior written consent of the Company.
 
 16.0
    Notice
 
 Any
notice required or permitted to be given hereunder by either party shall be in
writing and shall be sufficiently given when delivered to the representative of
a party at the Work site or to the party to whom it is directed at the address
of such party hereinbefore set out or such other address of which written notice
may be given from time to time or, if sent by registered mail, such notice will
be deemed to have been given forty-eight (48) hours after the posting thereof in
any Government Post Office in the Province of British Columbia.
 
 17.0
    Force
      Majeure
 
 If either
party shall be prevented or delayed from performing any of the obligations to be
performed hereunder by reason of force majeure, that is to say, by reason of Act
of God, strike, threat of imminent strike, fire, flood, war insurrection or
riot, mob violence, or requirement or regulation of government which cannot be
overcome by reasonable and lawful means and the use of the facilities normally
employed in performing such obligation, then and in any such event, and so often
as the same shall occur, any such failure to perform shall not be deemed a
breach of this Agreement and the performance of any such obligation shall be
suspended during the period of disability, it being understood that if such
situation persists more than 14 days, either party may thereupon terminate this
Agreement. The parties agree to use all due diligence to remove such causes of
disability as may occur from time to time.
 
 9
 18.0
    GST
 
 The
Contractor warrants that he is registered under the Goods and Services Tax Act.
All prices and charges under this contract are without GST which will be added
as a separate amount on each billing.
 
 19.0
    Invoicing
      and Payment for Work
 
 19.1
    The
      Contractor shall submit its invoices twice monthly. Payment is due in full
      upon receipt of duly supported invoices. The Contractor shall have the
      right to charge interest at 1 1/2% per month, compounded annually, on all
      amounts outstanding more than 45 days from the date of the
      invoice.
 
 19.2
    Each
      invoice of the Contractor shall be supported by copies of the Contractor’s
      daily record for each day’s drilling included in the
    invoice.
 
 19.3
    The
      contractor agrees to provide a daily record of the previous day’s
      drilling. The Contractor’s daily record for each 24 hours drilling period
      shall contain a detailed description of all footage drilled, faults, water
      and other problems encountered and be signed by the Company
      representative.
 
 19.4
    The
      Company representative will forthwith on receipt review and, if in order,
      sign the Contractor’s shift reports, which will form the basis for
      payment.
 
 19.5
    Failure
      of the Contractor to provide a daily record will result in failure of
      payment for the period in question pending investigation and
      resolution.
 
 19.6
    Prior
      to commencing the Work, the Contractor will provide the Company a specimen
      of the Contractor’s standard form of daily
record.
 
 20.0
    Time
      of Essence
 
 Time
shall be considered to be of the essence in this Agreement and no extensions of
time granted by the Company to the Contractor shall be construed as a waiver of
this provision unless expressly stated in writing to be such.
 
 21.0
    Enurement
 
 This
Agreement shall enure to the benefit of and be binding upon the parties hereto
and their respective permitted successors and assigns, as the case may
be.
 
 
  10
  **THIS
AGREEMENT MAY BE ALTERED ONLY BY WRITTEN CONSENT OF BOTH PARTIES
HERETO:**
 
 
 **IN
WITNESS WHEREOF** the
parties have hereunto set their hands and seals or have caused their corporate
seal(s) to be affixed in the presence of their proper officers duly authorized
in that regard the day and year first above written.
 
 
 **AGREED
TO BY:**
 
 DRC
RESOURCES CORPORATION   F.
BOISVENU DRILLING LTD.
 
 
 
 ________________________________   ______________________________
 Signature       Signature
 
 
 ________________________________   ______________________________
 Name       Name
 
 
 ________________________________   ______________________________
 Position       Position
  11