0000909012-07-000744 Sample Contracts

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • May 10th, 2007 • Gold Run Inc. • Gold and silver ores • Ontario
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AMENDED AND RESTATED AGREEMENT
And Restated Agreement • May 10th, 2007 • Gold Run Inc. • Gold and silver ores

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”).

OPTION AGREEMENT
Option Agreement • May 10th, 2007 • Gold Run Inc. • Gold and silver ores • Delaware

WHEREAS the Optionee has entered into an Employment Agreement with the Optionor dated of even-date herewith (the “Employment Agreement”);

MATHEWSON EMPLOYMENT AGREEMENT
Mathewson Employment Agreement • May 10th, 2007 • Gold Run Inc. • Gold and silver ores • Nevada

AGREEMENT, made effective as of August 1, 2006, by and between GOLD RUN INC., a corporation (the “Company”) incorporated under the laws of Delaware, and having an office at 330 Bay St., Suite 820, Toronto, Ontario, Canada, M5H 2S8 and DAVE MATHEWSON (the “Employee”), an individual residing at 1265 Mesa Drive, Fernley, Nevada 89408;

MINING LEASE – CVN CLAIMS
Mining Lease – CVN Claims • May 10th, 2007 • Gold Run Inc. • Gold and silver ores • Nevada

THIS MINING LEASE (“Agreement”) is made this 17th day of July, 2006 by and between KM EXPLORATION LTD., a Nevada limited liability company (“Owner”); and GOLD RUN INC., a Delaware corporation (‘Lessee”).

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