0001035704-06-000123 Sample Contracts

FORM OF AGREEMENT
Change of Control Agreement • February 24th, 2006 • Canyon Resources Corp • Gold and silver ores • Colorado

AGREEMENT by and between Canyon Resources Corporation, a Delaware corporation (the “Company”) and (the “Executive”), dated as of the day of 20___.

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INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • February 24th, 2006 • Canyon Resources Corp • Gold and silver ores

You are hereby notified that the Board of Directors of Canyon Resources Corporation (the “Corporation”) has granted you an option pursuant to the Amended and Restated Incentive Stock Option Plan which was amended and restated on March 11, 2004 by the Board of Directors and approved by Shareholder vote on July 14, 2004.

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