MINERAL LEASE AGREEMENT

A.

“Effective Date” is  April 1, 2008.

B.

“Lease Year” means each one (1) year period following the Effective Date and each anniversary of the Effective Date.

1.

Warranties . Lessor warrants that he is the owner of the unpatented mining claims more particularly described in Exhibit “A” as the Property, and said claims are free from all liens and encumbrances.

2.

Exploration and Development Rights. Lessor will grant the Property to Lessee for the Lease period with the exclusive right to explore, develop and mine the Property for gold, silver and other valuable minerals.

3.

Performance Requirements / Assumption of Claim Maintenance . Under applicable Federal, State, and County laws and regulations, Federal, State, and County annual mining claim maintenance or rental fees are required to be paid for the unpatented mining claims which constitute all or part of the Property. Lessee shall timely and properly pay the Federal, State, and County annual mining claim maintenance or rental fees, and shall execute and record or file, as applicable, proof of payment of the Federal, State, and County annual mining claim maintenance or rental fees and of Lessor’s intention to hold the unpatented mining claims which constitute the Property. If Lessee does not terminate this Agreement before June 1 of any subsequent Lease Year, Lessee will be obligated either to pay the Federal, State, and Local annual mining claim maintenance or rental fees for the Property due that year or to reimburse Lessor for same.

4.

Area of Interest . Any additional claims located or acquired by the Lessee within one (1)   mile from the exterior boundaries of the mining claims described in Exhibit “A” shall become a part of the leased property and shall be subject to the terms of this lease as of the Effective Date.

5.

Schedule of Minimum Payments . The Lessee shall pay Lessor US$5,000 upon execution of this lease. The Lessee shall pay to Lessor minimum payments which shall be advance payments of the Royalty, beginning on the first anniversary of this lease. Lessee shall be responsible for all federal, state and local taxes as they come due during the term of this Agreement. Lessee may extend this lease upon payment and grant of the following:

a.

Pay Lessor US$5,000 on or before the first anniversary of this lease.

b.

Pay Lessor US$10,000 on or before the second and third anniversaries of this lease.

c.

Pay Lessor US$25,000 on or before the fourth anniversary of this lease

d.

Each annual payment thereafter to Lessor shall be US$75,000 plus an annual

increase or decrease equivalent to the rate of inflation designated by the Consumer’s Price Index (CPI) for that year with execution year as base year. Each such payment shall be made on or before the successive anniversary of the execution of this lease.

6.

Royalty Purchase . The Lessee shall have the right to purchase up to two and one-half (2.5) percent, or any part thereof, of the royalty applicable on all unpatented claims as described in Exhibit “A” and within the boundaries of the Area of Interest for a cost of US$5,000,000 (five million US dollars) per percentage point from which advance payments of Royalty, made up to the day of buyout, may be subtracted from the royalty purchase price. The royalty purchase price is only in effect up to sixty (60) days of completion of a bankable feasibility study, or in lieu of a feasibility study, when ore production of any type occurs. Lessee will pay Lessor a perpetual one percent (1.0%) royalty on Net Smelter Returns (as defined below in Section 7. of this document) thereafter for production on any or all unpatented claims within the area of interest.

7.

Definition of Net Smelter Returns . During the term of this Lease, Lessee shall pay to Lessor, as a landowner’s Production Royalty, a percentage of the Net Smelter Returns (as defined below) from the sale of any Valuable Minerals, Ore, and Product mined and sold from the Property. “Net Smelter Returns” are defined as the gross revenues actually received by Lessee from the sales of any Valuable Minerals extracted and produced from the Property less the following charges:

a.

All costs to Lessee of weighing, sampling, determining moisture content and packaging such refined material and of loading and transporting it to the point of sale, including insurance and in-transit security costs.

b.

All smelter costs and all charges and penalties imposed by the smelter, refinery or purchaser.

c.

Marketing costs and commissions.

d.

Not withstanding the foregoing, for purposes of determining the royalty payable to Lessor on any gold and/or silver produced from the Property, the price attributed to such gold and/or silver shall be the price per ounce of gold and/or silver on which the royalty is to be paid (as the case may be) as quoted on the London Metals Exchange at the PM fix on the day prior to the date of final settlement from the smelter, refinery or other buyer of the gold