0000909012-06-001330 Sample Contracts

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • December 15th, 2006 • Gold Run Inc. • Ontario
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ESCROW AGREEMENT
Escrow Agreement • December 15th, 2006 • Gold Run Inc. • New York

Escrow Agreement (the “Agreement”), dated as of ____________________, among The Bank of New York, a New York banking corporation with its principal corporate trust office at 101 Barclay Street, 8th Floor West, New York, New York 10286 (the “Escrow Agent”), and _______________________________________, a _________________________ corporation, with its principal office at (the “Company”) and _____________________________________ as sales agent (the “Sales Agent”) for itself and for and on behalf of its selected dealers (the “Selected Dealers”) the identity of which will be disclosed to Escrow Agent as the same are selected by the Sales Agent.

AMENDED AND RESTATED AGREEMENT
And Restated Agreement • December 15th, 2006 • Gold Run Inc.

THIS AMENDED AND RESTATED AGREEMENT made effective as of the 9th day of May, 2006 between DAVE MATHEWSON, an individual residing at 1265 Mesa Drive, Fernley, Nevada 89408 (“Mathewson”), and GOLD RUN INC., a Delaware corporation having offices at 330 Bay Street, Suite 820, Toronto, Ontario, Canada M5H 2S8 (Gold Run”).

THERIAULT EMPLOYMENT AGREEMENT
Theriault Employment Agreement • December 15th, 2006 • Gold Run Inc. • Nevada

This Employment Agreement is made as of November ___ , 2006 by and between Gold Run Inc., a Delaware corporation having an office at 330 Bay Street, Suite 820, Toronto, Ontario M5H 2S8 Canada (the “Company”) and Brion Theriault, an individual residing at 972 Blue Jay Drive, Spring Creek, Nevada 89815 (the “Employee”). This Agreement is effective as of September 16, 2006.

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