EXHIBIT 10.35 Agreement for Assignment and Assumption of Option Agreement

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Exhibit 10.35

Agreement for Assignment and Assumption of Option Agreement

        This Agreement for Assignment and Assumption of Option Agreement ("Agreement") is made by and among Century Gold LLC, a Nevada limited liability company ("Century"), Donald J. Decker and Suzanne R. Decker, as Joint Trustees of the Decker Ridge Joint Revocable Trust (collectively "Decker"), Vista Gold Corp., a corporation continued under the laws of the Yukon Territory ("Vista"), and Victory Gold Inc., a Nevada corporation ("Victory").

Recitals

A.    Century and Frank W. Lewis, as trustee of the Frank Lewis Trust, and Sharon F. Lewis, as trustee of the Sharon Lewis Trust (collectively "Lewis") are parties to an Agreement for Purchase dated June 29, 2005 (the "Option Agreement"), pursuant to which Lewis granted to Century the option ("Option") and right to purchase all of the issued and outstanding shares of F.W. Lewis, Inc., a Nevada corporation ("FWLCO") and Century has exercised the Option.

B.    Donald J. Decker, Faith Minerals and Land Company, a Nevada limited liability company ("Faith"), and Vista are parties to the Letter of Intent dated September 8, 2005 (the "Letter Agreement"), pursuant to which Donald J. Decker and Faith agreed to sell, or to cause Century to sell, to Vista all of the issued and outstanding shares of FWLCO following Century's purchase of such shares. The parties acknowledge that Century is an obligor under the Letter Agreement.

C.    The parties desire to formalize the terms of their agreement as provided in this Agreement.

        The parties, intending to be legally bound, agree as follows:

1.     Definitions.     For purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1:

         1.1    "Assets" means the assets, interests, properties and rights owned by FWLCO described in the Option Agreement.

         1.2    "Century" means Century Gold LLC, a Nevada limited liability company, and its successors and assigns.

         1.3    "Century Properties" means the interests in properties described in Exhibit 1.3 which FWLCO will convey by quitclaim deed to Century on the Closing.

         1.4    "Contemplated Transactions" means all of the transactions contemplated by this Agreement, including:

                    (a)    the assignment by Century to Victory of all of Century's right, title and interest in and to the Option Agreement;

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                    (b)    the sale of the Shares by Lewis to Century, Century's delivery and transfer of title to the Shares to Victory and Victory's acquisition from Century of ownership of the Shares and exercise of control over FWLCO;

                    (c)    the performance by Century, Vista and Victory of their respective covenants and obligations under this Agreement; and

                    (d)    the transfer by FWLCO to Century of title to the Century Properties.

         1.5    "Contract" means any agreement, contract, obligation, promise, or undertaking (whether written or oral and whether express or implied) that is legally binding.

         1.6    "Decker" means collectively Donald J. Decker, individually and as joint trustee of the Decker Ridge Joint Revocable Trust, and Suzanne R. Decker, individually and as a joint trustee of the Decker Ridge Joint Revocable Trust, and their heirs, successors and assigns.

         1.7    "Due Diligence" means Vista's examinations and investigations intended to determine the accuracy of Century's representations and warranties, the title to and value of the Assets, and all other matters pertinent or related to Victory's decision to purchase the Shares.

         1.8    "Exchange Act " means the Securities Exchange Act of 1934, or any successor law, and regulations and rules issued pursuant to that Act or any successor law.

         1.9    "Exhibits" means the exhibits attached to and by reference incorporated in this Agreement.

         1.10  "Faith" means Faith Minerals and Land Company, a Nevada limited liability company, and its successors and assigns.

         1.11  "FWLCO" means F.W. Lewis, Inc., a Nevada corporation, and its successors and assigns.

         1.12  "Governmental Authorization" means any approval, consent, license, permit, waiver, or other authorization issued, granted, given, or otherwise made available by or under the authority of any governmental body or pursuant to any Legal Requirement.

         1.13  "Knowledge" means an individual will be deemed to have "Knowledge" of a particular fact or other matter if such individual is actually aware of such fact or other matter. A Person (other than an individual) will be deemed to have "Knowledge" of a particular fact or other matter if any individual who is serving, or who has at any time served, as a director, officer, partner, executor, or trustee of such Person (or in any similar capacity) has, or at any time had, Knowledge of such fact or other matter.

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         1.14  "Legal Requirement" means any federal, state, provincial, local, municipal, foreign, international, multinational, or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute, or treaty, and, where the context requires, the regulations, rules and policies of the American Stock Exchange and the Toronto Stock Exchange.

         1.15  "Lewis" means collectively Frank W. Lewis, the Frank Lewis Trust, Sharon F. Lewis, the Sharon Lewis Trust and their heirs, successors and assigns.

         1.16  "Option Agreement" means the Agreement for Purchase dated June 29, 2005, among Century, the Frank Lewis Trust and the Sharon Lewis Trust.

         1.17  "Organizational Documents" means (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the articles of organization and the operating agreement of a limited liability company; (c) the partnership agreement and any statement of partnership of a general partnership; (d) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (e) any charter or similar document adopted or filed in connection with the creation, formation, or organization of a Person; and (f) any amendment to any of the foregoing.

         1.18  "Person" means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, or other entity or governmental body.

         1.19  "Proceeding" means any action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any governmental body or arbitrator.

         1.20  "Representative" means with respect to a particular Person, any director, officer, employee, agent, consultant, advisor, or other representative of such Person, including legal counsel, accountants, and financial advisors.

         1.21  "Securities Act" means the Securities Act of 1933 or any successor law, and regulations and rules issued pursuant to that Act or any successor law.

         1.22  "Shares" means the shares of the capital stock of FWLCO which constitute all of the issued and outstanding shares of FWLCO to be acquired by Victory pursuant to the Option Agreement.

         1.23  "Victory" means Victory Gold Inc., a Nevada corporation which is the wholly-owned subsidiary of Vista, and its successors and assigns.

         1.24  "Vista" means Vista Gold Corp., a corporation continued under the laws of the Yukon Territory, and its successors and assigns.

         1.25  "Vista Companies" means collectively Vista Gold Corp., Victory Gold Inc. and their successors and assigns.

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         1.26  "Vista Share" means one (1) common share of the capital stock of Vista and "Vista Shares" means collectively the common shares of the capital stock of Vista to be issued by Vista and delivered to Century pursuant to Section 2.2.

2.     Assignment of the Option Agreement; Closing.

         2.1    Assignment.     Subject to the terms and conditions of this Agreement, Century will assign and transfer to Victory all of its right, title and interest in and to the Option Agreement and the Shares and Victory agrees that it will accept and assume the obligations of Century under the Option Agreement and ownership of the Shares. On execution of this Agreement, Century will execute and deliver to Victory the Assignment and Assumption in the form of Exhibit 2.1 attached to and by this reference incorporated in this Agreement.

         2.2    Purchase Price.     The purchase price for the Assignment shall consist of the following components:

                    (a)    The cash component of the purchase price shall consist of Four Hundred Thousand Dollars ($400,000.00) representing (i) reimbursement to Century of the sum of Two Hundred Fifty Thousand Dollars ($250,000.00) paid by Century to Lewis in accordance with the Option Agreement; and (ii) additional consideration in the sum of One Hundred Fifty Thousand Dollars ($150,000.00).

                    (b)    The stock component of the purchase price shall consist of two hundred fifty thousand (250,000) Vista Shares.

                    (c)    The Century Properties component shall consist of the transfer by FWLCO to Century of the Century Properties.

         2.3    Closing of Option Agreement and Transfer of Shares.     The Closing shall occur immediately following Victory's closing of the Option. Vista and Victory shall use their best efforts to close the Option Agreement on or before December 16, 2005. If Lewis delays or prevents the Closing, the closing date shall be extended for such time as is necessary for Victory's closing of the Option. Century shall cooperate with Victory to enforce the Option Agreement, but the costs of enforcement shall be the responsibility of Victory.

         2.4    Closing Obligations.     At the Closing:

                    (a)    Vista and Victory will deliver to Century:

                            (i)      the sum of Four Hundred Thousand Dollars ($400,000.00) in cash;

                            (ii)     Two Hundred Fifty Thousand (250,000) Vista Shares evidenced by certificate or undertaking;

                            (iii)    Quitclaim Deeds duly executed by FWLCO to Century for the Century Properties.

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         2.5    Vista's Post-Closing Registration Obligations.     Vista agrees to file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-3 (or another appropriate form) (the "Registration Statement") covering the resale, on a continuous basis pursuant to Rule 415 under the Securities Act, by Century of all Vista Shares issuable to Century pursuant to this Agreement, and use its commercially reasonable efforts to pursue to effectiveness, the registration of such Vista Shares on Form S-3. Vista shall be obligated only to register such Vista Shares on Form S-3, or its successor or replacement form that authorizes incorporation by reference of financial and other information from Vista's periodic reports and only if and to the extent that Vista is eligible to use such form.

                    (a)    Vista shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is four years after the Closing Date or such earlier date when all Vista Shares covered by the Registration Statement (i) have been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (ii) may be sold without volume restrictions pursuant to Rule 144(k) under the Securities Act as determined by the counsel to Vista pursuant to a written opinion letter to such effect, addressed and acceptable to Vista's transfer agent and Century (the "Effectiveness Period"). In connection with Vista's registration obligations hereunder, Vista shall:

                            (i)      From time to time amend or supplement the Registration Statement as and to the extent necessary to comply with the Securities Act and any applicable state securities statute or regulation;

                            (ii)     Provide Century with as many copies of the prospectus contained in any such Registration Statement as it may reasonably request;

                            (iii)    Prior to any resale of Vista Shares by Century, use its commercially reasonable efforts to register or qualify the Vista Shares covered by such Registration Statement under the applicable securities or "blue sky" laws of such jurisdiction as Century may reasonably request, and to keep each of the registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Vista Shares covered by such Registration Statement.

                    (b)    Vista shall bear all commercially reasonable costs and expenses of each such registration of Vista Shares, including, but not limited to, printing, legal and accounting expenses, and all registration and filing fees including, without limitation, fees and expenses (i) with respect to filings required to be made with the American Stock Exchange, Toronto Stock Exchange or any other trading market on which the Vista Shares are then listed for trading, and (ii) in compliance with applicable state securities or Blue Sky laws.

                    (c)    Vista shall use its commercially reasonable best efforts to file timely with the SEC such information as the SEC may require under either of Section 13 or Section 15(d) of the Exchange Act. Vista shall use its best efforts to take all action as may be required as a condition to the availability of Rule 144 under the Securities Act (or any successor exemptive rule hereafter in effect) with respect to the Vista Shares.

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3.     Century's Covenants, Representations and Warranties.     Century covenants, represents and warrants to the Vista Companies as follows:

         3.1    Organization and Good Standing.

                    (a)    Century is a limited liability company, duly organized, validly existing, and in good standing under the laws of Nevada, with full corporate power and authority to conduct its business as it is now being conducted.

                    (b)    Century has delivered to Vista copies of the Organizational Documents of FWLCO, as currently in effect, obtained by Century from Lewis.

         3.2    Authority; No Conflict; Investment Status and Intent.

                    (a)    This Agreement constitutes the legal, valid, and binding obligation of Century.

                    (b)    Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):

                            (i)      contravene, conflict with, or result in a violation of any provision of the Organizational Documents of Century.

                            (ii)     contravene, conflict with, or result in a violation of, or give any governmental body or other Person the right to challenge any of the Contemplated Transactions.

                            (iii)    contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any governmental body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by Century or that otherwise relates to the business of, or any of the assets owned or used by, Century;

                            (iv)    Century is not required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

                    (c)    Century is an "Accredited Investor" within the meaning of Regulation D under the Securities Act. By reason of its business and financial experience, sophistication and knowledge, Century is capable of evaluating the risks and merits of the investment made pursuant to this Agreement. Century has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Vista Shares and it is able to bear the economic risks and complete loss of such investment in the Vista Shares.

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                    (d)    Century hereby represents that (i) it has been furnished by Vista during the course of this transaction with all information regarding Vista which it had requested, (ii) all documents that have been reasonably requested by Century have been made available for Century or Century's counsel's inspection and review, (iii) Century has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of Vista concerning the terms and conditions of the issuance of the Vista Shares to Century as partial consideration for the assignment of the Option Agreement and Option to Victory, (iv) any other additional information which Century has requested has been provided, (v) at no time was Century presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement or any other form of general solicitation or general advertising within the meaning of Regulation D under the Securities Act, (v) Century has had an opportunity to examine the Century Properties and title to the Century Properties and Century is relying on its examination in entering this Agreement, (vi) Century acknowledges that none of Lewis, FWLCO, Vista or Victory has made any representation or warranty regarding the condition of or title to the Century Properties, and (vii) and Century acknowledges that it is accepting the condition of and title to the Century Properties "as is" without any representations or warranties. Century hereby agrees and acknowledges that the terms of this Agreement represent the definitive terms of its acquisition of the Vista Shares and shall supersede any terms set forth in any letter, memorandum, document or term sheet and any discussion, agreement or understanding of any and every nature among the parties hereto, including the Letter Agreement.

                    (e)    Century represents that the Vista Shares to be issued and delivered to Century pursuant to this Agreement are being acquired for its own account, for investment for an indefinite period of time, not as nominee or agent for any other person, firm or corporation and not for distribution or resale to others in contravention of the Securities Act and the rules and regulations promulgated thereunder; provided however, the parties acknowledge that prior to 12 months after closing date, Century may dispose of some or all of the Vista Shares pursuant to an effective registration statement under the Securities Act. Century agrees that it will not sell or otherwise transfer the Vista Shares unless they are registered under the Securities Act or unless an exemption from such registration is available.

                    (f)    Century understands and acknowledges that the Vista Shares have not been, and will not as of the time issued, be registered under the Securities Act and that they will be issued in reliance upon exemptions from the registration requirements of the Securities Act, and thus cannot be resold until 12 months after closing date, unless they are included in an effective registration statement filed under the Securities Act or unless an exemption from registration is available for such resale. With regard to the restrictions on resales of the Vista Shares, Century is aware: (i) that Vista will issue stop transfer orders to its stock transfer agent in the event of attempts to improperly transfer any such Vista Shares, and (ii) that a restrictive legend will be placed on certificates representing the Vista Shares, which legend will read substantially as follows:

UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [insert date that is four months and one day after the Closing Date] . THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE ("TSX"); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON TSX.

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THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAW. NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF WITHOUT (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, (B) RECEIPT BY THE CORPORATION OF AN ACCEPTABLE LEGAL OPINION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE CORPORATION OTHERWISE SATISFYING ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.

        The legend stated above shall be promptly removed from any certificate representing the Vista Shares, and Vista shall issue a certificate without such legend to Century, if, unless otherwise required by Canadian, provincial or state securities laws (i) such Vista Shares are registered for resale under the Securities Act and are sold in compliance with the requirements of the Securities Act; (ii) in connection with a sale transaction, such holder provides Vista with an opinion of counsel, in a form reasonably acceptable to Vista, to the effect that a public sale, assignment or transfer of such Vista Shares may be made without registration under the Securities Act; or (iii) such holder provides Vista with reasonable assurances that such Vista Shares can be sold pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities acquired as of a particular date that can then be immediately sold. Notwithstanding the removal of the legend stated above in the event the Vista Shares are registered for resale on an effective registration statement, Vista reserves the right to affix a legend on certificates representing such Vista Shares that any selling shareholder must comply with the prospectus delivery requirements of the Securities Act in connection with any resale. Vista shall bear the cost of the removal of any legend as anticipated by this Section.

         3.3    Relationships With Related Persons.     Neither Donald J. Decker nor Suzanne R. Decker, nor any related person of Century has or has had any interest in any property (whether real, personal, or mixed and whether tangible or intangible) used in or pertaining to FWLCO's businesses.

         3.4    Certain Proceedings.     There is no pending Proceeding that has been commenced against Century and that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Century's Knowledge, no such Proceeding has been threatened.

         3.5    Title to Option Agreement.     Century owns all of the right, title and interest in and to the Option Agreement and has not entered into any agreement, contract, option or other transaction with any third party under which Century has granted to any third party any interest in or the right to acquire any interest in the Option Agreement, the Assets or the Shares. Century represents and warrants that it is not presently negotiating with any other party for the sale or transfer of its interest in the Option Agreement, the Letter Agreement and this Agreement.

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4.     Vista's and Victory's Covenants, Representations and Warranties.     Each of Vista and Victory covenants, represents and warrants for itself to Century as follows:

         4.1    Organization and Good Standing.     Vista is a corporation duly continued, validly existing, and in good standing under the laws of the Yukon Territory. Victory is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada.

         4.2    Authority; No Conflict.

                    (a)    This Agreement constitutes the legal, valid, and binding obligation of Vista and Victory, enforceable against Vista and Victory in accordance with its terms.

                    (b)    Neither the execution and delivery of this Agreement by Vista and Victory nor the