0000909012-08-000474 Sample Contracts

SUBSCRIPTION AGREEMENT FOR SHARES OF GOLD RUN INC.
Subscription Agreement • March 28th, 2008 • Gold Run Inc. • Gold and silver ores
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AMENDED AND RESTATED AGREEMENT
Employment Agreement • March 28th, 2008 • 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”).

THERIAULT STOCK ASSIGNMENT AGREEMENT
Stock Assignment Agreement • March 28th, 2008 • Gold Run Inc. • Gold and silver ores

This Stock Assignment Agreement is dated November ____ , 2006 and is made by and between David C. Mathewson, an individual residing at 1265 Mesa Drive, Fernley, Nevada 89408 (“Mathewson”) and Brion Theriault, an individual residing at 972 Blue Jay Drive, Spring Creek, Nevada 89815 (“Theriault”). This Agreement is effective retroactively as of September 16, 2006.

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