0001085037-06-000599 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 23rd, 2006 • Liberty Star Gold Corp • Metal mining • New Jersey

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 8, 2006, by and between LIBERTY STAR GOLD CORP., a Nevada corporation (the “Company”), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).

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STANDBY EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • March 23rd, 2006 • Liberty Star Gold Corp • Metal mining • New Jersey

THIS AGREEMENT dated as of the 8th day of March 2006 (the “Agreement”) between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”), and LIBERTY STAR GOLD CORP., a corporation organized and existing under the laws of the State of Nevada (the “Company”).

LIBERTY STAR GOLD CORP. PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • March 23rd, 2006 • Liberty Star Gold Corp • Metal mining • New Jersey

The undersigned, Liberty Star Gold Corp., a Nevada corporation (the “Company”), hereby agrees with Newbridge Securities Corporation (the “Placement Agent”) as follows:

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