SHORT FORM OF EXPLORATION AND
DEVELOPMENT AGREEMENT
THIS SHORT FORM
OF EXPLORATION AND DEVELOPMENT AGREEMENT (the "Short Form")
is made and entered into effective as
of October 21, 2004 by and among Pediment
Gold LLC, a Nevada limited liability company,
whose address is 1 East Liberty
Street, 6th Floor, Suite 9, Reno, Nevada 89504 ("PGL"), and
Placer Dome U.S.
Inc., a California corporation,
whose address for purposes hereof is 1125 17th
Street, Suite 2310, Denver, Colorado U.S.A. 80202 ("PDUS").
RECITALS
A. PDUS
is the owner of certain unpatented mining
claims in Humboldt
County, Nevada, as more particularly
described in Exhibit A attached hereto and
incorporated by reference (the "Claims"). PDUS's interest in the Claims,
together with all water and water rights,
easements and rights-of-way, and other
appurtenances attached thereto or associated therewith, are collectively
referred to hereinafter as the "Property."
B. PDUS and PGL
entered into a letter agreement dated effective October
21, 2004 (the "Agreement"), wherein PDUS
granted to PGL the right to explore and
develop the Property and, if PGL so desires, the right for
PGL to earn a 70%
interest in the Property and to enter into a joint
venture agreement covering
the Property. If PGL acquires that interest,
PDUS has the right to re-acquire a
majority interest in the Property.
C. PGL and PDUS desire to enter into this
Short Form of Agreement for
purposes of placing of record a notice of the Agreement.
AGREEMENT
NOW,
THEREFORE,
for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Grant
of Exploration, Development and Related Rights. PDUS has
granted and hereby grants to PGL, for the term
of the Agreement, the exclusive
right to enter upon and use all or any part
of the Property during the Earn-In
Period (as defined in the Agreement) for the purposes of determining ore
reserves and mineralization, and for purposes of development of valuable
minerals from the Property, including the right
to enter upon the Property for
purposes of surveying, exploring, testing,
sampling, trenching, bulk sampling,
prospecting and drilling for valuable minerals, and to use and construct
buildings, roads, power and communication lines, and to use so much of the
surface of the Property in such manner as is
necessary to the enjoyment of any
of the rights or privileges of PGL
hereunder or otherwise reasonably necessary
to effect the purposes of the Agreement.
<PAGE>
2. Grant
of Right to Acquire an Interest in the
Property. PDUS has
-------------------
