AMENDED MINING LEASE

        THIS AMENDED MINING LEASE is entered into effective as of the 5 ^th day of August, 2005, between Hyak Mining Company, Inc., an Alaskan corporation (“Lessor”), and Coeur Alaska, Inc., a Delaware corporation (“Coeur”).

RECITALS

        Whereas, Hyak, as Lessor engaged in a mining lease agreement dated May 20, 1987 with Curator American, Inc. as Lessee, who later assigned its rights to Coeur Alaska, Inc. (the “1987 Mining Lease”); and

        Whereas, Curator American, Inc. subsequently assigned all its rights and obligations pursuant to the 1987 Mining Lease to Coeur; and

        Whereas, Coeur and Hyak desire to amend the mining lease relating to the same or similar properties, as further defined herein, as described in the 1987 Mining Lease, wherein Hyak shall be Lessor and Coeur shall be Lessee, and all terms and conditions of the 1987 Hyak Mining Lease are replaced by the amended terms and conditions set forth herein.

NOW THEREFORE, THE PARTIES AGREE TO AMEND AS FOLLOWS:

        1. GRANT OF LEASE

        In consideration of the royalties to be paid and the promises set forth in this Amended Lease Agreement, Lessor leases to Coeur the Leased Premises. As used in this Amended Lease, the term “Leased Premises” shall mean the exploration and mining rights to the real property located approximately 45 miles north of Juneau, Alaska and known as the Jualin Mine and described in Exhibits A, B, C and D attached to and by this reference incorporated into this Agreement, together with all other rights associated with that property to the extent Lessor possesses the right, title and authority to grant them.

        2. TITLE

        2.1 Lessor’s Warranties. Lessor represents and warrants to Coeur that it is the owner of the interest, specifically, the reserved mineral and surface rights, as specified in Exhibits, attached hereto, in the Leased Premises; that the Leased Premises are free and clear from any liens or encumbrances, except as set specifically forth in Exhibit D; and that Lessor has not and will not perform any act that will encumber all or any portion of the Leased Premises. Lessor further represents and warrants that it will (i) use its best efforts to maintain the Fremming Property as part of the Leased Premises, the Fremming Property being more particularly described in Exhibit D, and further extend and secure those rights for so long a time as to not interrupt the grant of lease pursuant to this Amended Lease Agreement; and (ii) maintain in good standing its ownership in the Falls-Diana property as further described in Exhibit A.

        2.2 Title Defects . If title to any of the Leased Premises is defective or less than as warranted in Section 2.1 of this Lease, Coeur may give Lessor written notice of the defects. Lessor, at its expense, shall cure or commence to cure such defects within 60 days following its receipt of notice of defects from Coeur. If Lessor fails to cure or to commence to cure such defects within the 60 days, or if, having timely commenced to cure the defects, fails to prosecute such curative actions diligently to completion, Coeur may undertake to cure any such defects or to defend or to initiate litigation to perfect, defend or cure title to the Leased Premises. Coeur shall have the right to deduct the reasonable cost of its efforts to defend or cure the title to the Leased Premises from payments to be made to Lessor pursuant to Article 6 of this Amended Lease. Coeur may at any time, after providing Lessor with 15 days notice, withdraw from or discontinue any title litigation or any steps it may have taken to perfect, defend or cure title. Coeur shall not be liable to Lessor if Coeur is unsuccessful in, withdraws from or discontinues title litigation or other curative work. Lessor agrees to cooperate fully with Coeur in any and all steps undertaken by Coeur to remedy title defects. Except for the right of set—off against payments to be made to Lessor pursuant to Article 6 of this Amended Lease, Lessor shall have no liability to Coeur for any expenses incurred by Coeur under this Section 2.2.

3. TERM OF LEASE

        The initial term of this Amended Lease shall be fifteen (15) years from the date of execution of this Amended Lease and continue so long thereafter as either (i) minerals are being commercially mined, processed or marketed from the Leased Premises on a continuous basis or, in the alternative (ii) Advance Minimum Royalties are being paid by Coeur, unless sooner terminated under any of the provisions contained in this Agreement. The term of this Amended Lease shall be automatically extended to the second term beginning August 5, 2020, and ending on August 5, 2035, upon payment of the 2009 Prepayment of Royalties due on the anniversary date of this Amended Lease Agreement, as set forth in Section 6.1 below.

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        This Amended Lease Agreement shall also be automatically extended beyond the termination date of the second term, beyond August 5, 2035, if Coeur is actively engaged in mining and production from the Leased Premises. This additional extension shall terminate upon the cessation of mining and production from the Leased Premises for more than 30 continuous days other than a delay due to a force majeure.

4. POSSESSION AND CONTROL OF PROPERTY

        4.1 Possession and Control . Coeur shall have the exclusive right and privilege to enter upon the Leased Premises for the purposes of surveying, exploring, prospecting, sampling, drilling, developing, mining (whether by underground, open pit, solution mining or other methods now known or hereafter developed), stockpiling, removing, shipping, processing, marketing or otherwise disposing of minerals, providing that such operations shall include only those operations that Lessor lawfully may perform on the Leased Premises. To the extent Lessor possesses the right, title and authority, Lessor also grants to Coeur the right to construct roads and buildings; to use, maintain, repair, replace and relocate buildings constructed by it, roads, tailings or other by-products of development, production or operation; to use and convert so much of the surface of the Leased Premises as may be reasonably necessary, convenient, suitable for or incidental to any of the rights and privileges of Coeur under this Amended Lease or otherwise reasonably necessary to effect the purposes of this Amended Lease; to use easements and all rights-of-way for ingress and egress to and from the Leased Premises to which Lessor may be entitled; to use any surface and underground water now existing or subsequently discovered or developed in or on the Leased premises; to drill and operate water wells; and to exercise all other rights that are incidental to any or all of the rights granted, expressly or implicitly, to Coeur in this Amended Lease.

        4.2 Timber Rights . Notwithstanding the above exclusive possession and control rights granted to Coeur, Lessor, if it so elects, shall have the right to manage and harvest the standing timber situated upon the Leased Premises so long as Lessor’s activities do not conflict in any way with Coeur’s activities and interests.

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        4.3 Surface Use by Hyak . Lessor may maintain, repair and construct improvements on the surface of the Leased Premises so long as Coeur is provided in advance with written detailed plans and locations of such improvements and use thereof, which approval of such activities shall be at the sole discretion of Coeur.

5. OPERATING RIGHTS AND PROCEDURES

        5.1 Standard of Performance. Coeur agrees to cause all work to be done in a careful and minerlike manner and to conform in all respects to applicable governmental rules, regulations and statutes. Coeur further agrees to reclaim all portions of the surface of the Leased Premises that are disturbed by Coeur’s operations in accordance with applicable rules, regulations and statutes, and in conformance to all rights of the owners of the surface.

        5.2 Liability . Coeur shall obtain and, at all times during the term of this Amended Lease, maintain insurance required by law. Coeur shall assume all liability to third parties and as to its own employees pursuant to workers’ compensation claims, in connection with its operations on the Leased Premises. If Coeur’s operations on the Leased Premises cause damage to the surface owner for which Lessor legally is obligated to the surface owner, Coeur will compensate the surface owner. Except as provided in Section 15.1 of this Amended Lease, Coeur agrees at all times to indemnify and hold harmless Lessor against any and all claims, suits, actions, debts, damages, costs, charges and expenses (including court costs and attorneys’ fees), liability, loss and damages whatsoever that Lessor shall or may at any time sustain or be put to by reason of the performance or non-performance by Coeur of any of its obligations under this Amended Lease or in any other manner attributable to the use and occupancy of the Leased Premises by Coeur. Lessor shall give written notice to Coeur of any act or occurrence involving any liability or claim, demand or item of costs indemnified against herein promptly after the existence of any such claim, suit, action, debt, damage or liability shall have to come to the actual knowledge of Lessor, and promptly shall tender to Coeur the defense of any suit, action or claim brought by or asserted against Lessor.

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        In addition to the above, Coeur shall at all times during the term of this Amended Lease, or any renewals or extensions hereof and at its own expense, procure, maintain and keep in force for both the benefit of Lessor and Coeur general public liability insurance for claims for personal injury, death or property damage, occurring in or about the Leased Premises arising out of the actions of Coeur, with limits of not less than $1,000,000 in respect to death or injury of a single person, and not less than $300,000 in respect to property damage. Coeur shall additionally maintain all statutory workers’ compensation coverages.

        5.3 Permits .Lessor understands that Coeur may make efforts to obtain rights, permits, rezoning and other authorization of every kind and nature whatsoever from governmental or private entities as may be necessary to explore, mine, handle, store, transport or sell minerals. While Coeur shall be solely responsible in these efforts, Lessor agrees to assist upon Coeur’s request and at Coeur’s expense.

        5.4 Liens . Coeur shall keep the title to the Leased Premises free and clear of all liens and encumbrances resulting from its operations under this Amended Lease. Coeur may refuse to pay any claims asserted against it which Coeur disputes in good faith. Coeur may contest any suit commenced to enforce such a claim, but if the suit is decided against Coeur, Coeur promptly shall pay the judgment when final.

        5.5 Taxes . During the term of this Amended Lease, Coeur shall pay when due all lawful taxes and assessments assessed and levied upon or against the Leased Premises and such taxes and assessments as are attributable to Coeur’s operations under this Amended Lease, or upon any property or improvements placed by Coeur on the Leased Premises for its own use. Lessor shall pay that portion of production and severance taxes levied on or measured by production attributable, to the royalties payable under Article 6 of this Amended Lease. Coeur shall have the right in good faith to contest any of the above taxes and assessments but shall not permit or suffer all or any portion of the Leased Premises, or any improvements or personal property on the Leased Premises, to be sold for taxes or assessments.

        5.6 Subrogation . Coeur at its option shall have the right to redeem for Lessor, by payment, any mortgage, taxes or other liens on the Leased Premises in the event of default or non-payment by Lessor. If Coeur pays any such mortgage, taxes or other liens, Coeur shall be subrogated to the rights of the holder of the mortgage or lien and also shall have the right to retain and repay itself from any payments that become due Lessor under Article 6 of this Amended Lease. The retention of such payments by Coeur shall have the same effect as if paid to the Lessor in whose behalf payment of any mortgage, taxes or other lien was made.

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        5.7 No Implied Covenants. Notwithstanding that Coeur shall maintain certain obligations and responsibilities pursuant to this Amended Lease Agreement as to work commitments, Coeur does not make any express or implied covenant, agreement or condition relating to the exploration or development of the Leased Premises or to the conduct or to the extent of any mining operations upon, under, through and from the Leased Premises. Whether or not any such exploration, development, production or mining operations shall at any time be conducted, and the nature, manner and extent of such operations shall be determined within the sole discretion of Coeur.

6. PAYMENTS TO LESSOR

        6.1 Lease Acquisition Fee . Upon execution of the Amended Lease Agreement, Coeur shall pay to Lessor the sum of Three Million Dollars ($3,000,000) (the "Amended Lease Acquisition Fee"), and

        6.2. Advance Royalties .

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        6.3 Production Royalty. After the commencement of commercial production, Coeur shall pay Lessor either (a) a production royalty of five percent of “Net Returns” (as defined below) from all ores, minerals, or other products mined and removed from the Leased Premises and processed or sold by Coeur (the “Production Royalty”) or (b) $231,000 (as adjusted under 6.2 above) whichever is the greater. As used in this Amended Lease, the term “Net Returns” shall mean the amount actually received by Coeur from the smelter or other purchaser of the ores, minerals or other products produced directly out of the Leased Premises, and specifically not including ores or other products arising out of Coeur’s nearby Kensington or other mining operations, after deducting the following items to the extent borne by Coeur: smelter and treatment charges or costs, and charges for transportation from the mine to the smelter or other purchaser.

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        6.4 Payment . Production Royalty payments shall be made on or before the last day of the month following the month in which settlement for ores, minerals or other products sold is made. All royalty payments shall be accompanied by a statement indicating the amount of ores mined from certain claim groups as designated by the Lessor, minerals or other products sold or processed and the computation of the royalty being paid.

        6.5 Lesser Interest. If Lessor owns less than the interest, specified in Article 1 of this Amended Lease and in Exhibit A, in the minerals in and underlying the Leased Premises, then all payments that become due Lessor under Article 6 of this Amended Lease shall be due the Lessor only in the proportion that his actual interest bears to the entire interest specified in Exhibit A. If at any time or from time to time during the term of the Amended Lease, Lessor acquires an additional interest in the Leased Premises, then such additional interest shall be deemed to be subject to the terms of this Amended Lease. Lessor agrees to notify Coeur in writing promptly upon the acquisition of any additional interest on the Leased Premises. The notice shall be accompanied by a copy of the instrument pursuant to which Lessor acquired the additional interest. Payments that become due to Lessor following Coeur’s receipt of such notice shall he proportionately increased to reflect the Lessor’s acquisition of an additional interest in the Leased Premises.

        6.6 Disputes Regarding Royalties. Lessor shall be deemed to have waived any right he may have had to object to the payments made by Coeur unless Lessor notifies Coeur in writing of such objection within one year after receipt of such disputed payment. If Lessor and Coeur are unable to resolve the dispute by agreement within 30 days after Coeur’s receipt of Lessor’s notice, the dispute shall be resolved by arbitration as provided in Section 14.1.

        6.7 Suspension of Payments. Coeur shall have the right to suspend payments in whole or in part in the event that any person, firm, or corporation (other than Lessor) provides reasonably substantial evidence supporting its entitlement to payment of any amount due and payable under this Amended Lease. Said suspension shall not result in termination of this Amended Lease and it shall remain in effect until the claims are resolved to Coeur’s satisfaction. If any person, firm or corporation (other than Lessor) is entitled to the payment of rentals or royalties in the Leased Premises or production therefrom, and if Coeur