0001137171-03-000223 Sample Contracts

ARRANGEMENT AGREEMENT
Arrangement Agreement • June 27th, 2003 • Quest Investment Corp • Gold and silver ores • British Columbia

Each of Viceroy, Quest, Avatar and Arapaho (collectively, the "Companies") intends to propose to its shareholders, and ViceroyEx and SpectrumGold (together the "SpinOutCos") and Oro Belle and SpectrumSub (collectively, the "Subcos") intend to participate in, a reorganization and exchange of securities pursuant to a plan of arrangement under Section 252 of the BC Act on the terms of the Plan of Arrangement annexed hereto as Exhibit I;

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AMENDMENT NO. 1 TO ARRANGEMENT AGREEMENT
Arrangement Agreement • June 27th, 2003 • Quest Investment Corp • Gold and silver ores • British Columbia

The Parties entered into an arrangement agreement (the "Arrangement Agreement") made and dated as at May 15, 2003 providing for a re-organization and exchange of securities pursuant to a plan of arrangement (the "Plan of Arrangement ") under Section 252 of Company Act (British Columbia) on the terms of the Plan of Arrangement annexed thereto as Exhibit I;

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