Exhibit 10.2

LOAN AGREEMENT

THIS LOAN AGREEMENT dated effective as of the 8th day of January,
2008.

BETWEEN:

DYNAMIC GOLD CORP. , a company organized in accordance with
the laws of the State of Nevada (hereinafter called the " Borrower ")

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and

TIM COUPLAND , an individual, residing in the Province of British
Columbia (hereinafter called the " Lender ")

WHEREAS :

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained and for other good and valuable consideration (the receipt and adequacy whereof is hereby acknowledged) the parties hereto agree as follows:

Definitions

For the purposes of this Agreement, unless there is something in the subject matter or context inconsistent therewith:

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Borrower;

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serving similar purposes, carrying voting rights under all circumstances, provided that, for the purposes of this definition, shares which only carry the right to vote conditionally on the happening of an event will not be considered Voting Securities, whether or not such event will have occurred, nor will any securities be deemed to cease to be Voting Securities solely by reason of a right to vote accruing to securities of another class or classes by reason of the happening of such event.

The Borrower represents and warrants to the Lender, on the date hereof and acknowledges that the Lender is relying on such representations and warranties in entering into this Agreement and in making the Loan, as follows:

The Borrower has been duly incorporated and organized and is a valid and subsisting corporation under the laws of its jurisdiction of incorporation, and has full capacity and power to carry on its business and to own and lease property; the Borrower has the power and is duly authorized to borrow the monies herein contemplated, and to enter into, execute, deliver and perform this Agreement and the Security Agreement, and holds all necessary licences, permits and consents to carry on such business in all jurisdictions in which it does so;

This Agreement, the Promissory Note and the Security Agreement constitute valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms subject to the usual bankruptcy, insolvency and equitable principles;

Subject only to the Permitted Encumbrances, the Borrower has good and marketable title to the Mortgaged Property owned by it free and clear of any encumbrances or security interests whatsoever, and no person has any agreement or right to acquire any of such properties out of the ordinary course of business;

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The Borrower is not in default in the performance or observance of any of the material obligations, covenants or conditions contained in any material contract, agreement or other instrument to which it is a party or by which it is bound;

To the best knowledge and belief of the Borrower, the Borrower is not in breach of any by-law, law, statute, regulation, rule or order of any governmental authority relating in any way to the Mortgaged Property, or the operation of its business, or both;

There are no judgments or executions filed or pending against the Borrower;

The Borrower has not made any assignment for the benefit of creditors, nor has any receiving order been made against it under the provisions of the Bankruptcy and Insolvency Act (Canada), nor has any petition for such an order been served upon it, nor are there any proceedings in effect or threatened under the provisions of the Winding-Up and Restructuring Act (Canada) or the Companies' Creditors Arrangement Act (Canada), nor has any receiver, receiver and manager, monitor, custodian or official with similar powers been appointed by court order or privately respecting the Borrower, or any of its assets or property;

The Borrower is in good standing under all leases to which it is a party, and no right currently exists in any lessor or lessee thereunder to terminate any such lease, and each such lease is valid and binding;

The Borrower has duly and timely filed all tax returns required to be filed by it, and has paid all taxes which are due and payable, and has paid all assessments and reassessments, and all other taxes, governmental charges, governmental royalties, penalties, interest and fines claimed against it on or before the date hereof. Adequate provision and installment payments have been made for taxes and governmental royalties payable for the current period for which returns are not yet required to be filed. There are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any tax return, or payment of any taxes, governmental charge, governmental royalties or deficiency against the Borrower;

The Borrower has withheld from each payment to any of its officers, directors and employees the amount of all taxes, including but not limited to, income tax and other deductions required to be withheld therefrom, and has paid the same to the proper tax or other receiving authorities within the time required under any applicable tax legislation;

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As of the date hereof, there are no material liabilities of the Borrower of any kind whatsoever, absolute or contingent, in respect of which the Borrower is, or may become, liable or obligated to pay on or after the date of this Agreement which are not fully and properly reflected in the financial information of the Borrower previously delivered to the Lender;

The Borrower owns or licenses, free of adverse claim, all licences, patents, trademarks, copyright, industrial designs, know how, trade secrets and other industrial and intellectual property used in connection with its business, and all such licences are in good standing and registered as applicable; and

As of the date of execution of this Agreement, there are no litigation, arbitration or administrative proceedings outstanding and, to the Borrower's knowledge after having made reasonable inquiry, there are no such proceedings pending or threatened, against the Borrower.

The covenants, agreements, representations and warranties set forth in this Agreement, and in any certificate or other document delivered hereunder, shall continue in full force and effect until repayment in full of all of the Indebtedness.

ARTICLE 2 - REPAYMENT, INTEREST AND CONVERSION

The Lender agrees to lend to the Borrower and the Borrower agrees to borrow from the Lender a Loan in the principal amount of up to U.S. $75,000, which Loan shall be repayable in accordance with the terms of this Agreement. The outstanding principal amount due and payable from the Borrower to the Lender pursuant to the Loan from time to time shall be evidenced by a Promissory Note or Promissory Notes delivered by the Borrower to the Lender at the time of any advance or advanced from the Lender to the Borrower. The Borrower hereby acknowledges receipt on: (i) December 8, 2006 of the principal amount of $10,000; (ii) March 31, 2007 of the principal amount of $10,800; (iii) April 3, 2007 of the principal amount of $10,000; (iv) December 21, 2007 of the principal amount of $19,200; and (v) January 8, 2008 of the principal amount of $25,000; advanced by the Lender and forming part of the Loan.

Interest shall accrue and be payable on the outstanding amount of the Loan at a rate per annum equal at all times to ten (l0%) percent. Interest shall be payable, before and after demand, default and judgment, at the same rate until paid in full. In the event the foregoing rate of interest on all overdue payments under this Agreement is not recoverable under applicable law, the applicable rate of interest shall be reduced to the highest rate permitted under applicable law. Interest shall accrue for the exact number of days such Indebtedness is outstanding and shall be calculated on the basis of a three hundred and sixty-five day year. Accrued and unpaid interest on the Loan shall be paid in full by the Borrower on the Maturity Date.

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Notwithstanding anything else contained herein or in the Security Agreement, the Indebtedness shall be due and payable in full by the Borrower to the Lender on the earlier of

All sums to be paid the Lender pursuant to the terms of this Agreement, whether for principal, interest or otherwise, shall be paid to the Lender at its offices as designated pursuant to Article 7 hereof.

The obligations of the Borrower to make all payments of amounts due with respect to the Loan shall be absolute and unconditional, and shall not be affected by any circumstance, including without limitation, any set-off, compensation, counter-claim, recoupment, defence or other right which the Borrower may have against the Lender or anyone else for any reason whatsoever.

Proceeds from the Loan granted hereunder shall be used solely for the purpose of satisfying and paying costs and expenses of the Borrower associated with:

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To the extent not otherwise provided for herein, the Borrower shall indemnify, defend and hold harmless the Lender from and against any and all losses, costs, expenses, damages, claims or liabilities incurred by the Lender with respect to any Loan to the Borrower hereunder whether before, during or after any period that such Loan are outstanding including, without limitation, any loss of profits, commissions or fees anticipated hereunder, and any expense or cost incurred in the liquidation and re-deployment of any funds acquired by the Lenders to fund or maintain any portion of such Loans hereunder in all cases as a result of the failure of the Borrower to borrow or make repayments on the dates required hereunder.

ARTICLE 3 - SECURITY

To secure the due and punctual payment of the Indebtedness due and outstanding from the Borrower or any Material Subsidiaries to the Lender under this Agreement and the Promissory Note from time to time, and to secure the due and punctual performance of the Borrower's other obligations and covenants hereunder, the Borrower and the Material Subsidiaries shall execute and deliver the Security Agreement to the Lender, each of the Material Subsidiaries shall execute and deliver the Guarantee in favour of the Lender with respect to the Borrower's obligations to the Lender, and such other security requested by the Lender, acting reasonably.

In the event that any of the Security granted by the Borrower or any Material Subsidiaries to the Lender specified or contemplated above cannot be registered or perfected in any jurisdiction in the form in which such Security was taken, the Borrower or any Material Subsidiaries agree to execute and deliver to the Lender or cause to be executed and delivered to the Lender, on the request of the Lender, such form of security agreements or security documentation as may be reasonably necessary in order to comply with or meet the requirements of laws or procedures of any jurisdiction in which the Borrower or any Material Subsidiaries carries on business or has property or assets or customers, in order to insure that the Lender has valid and enforceable Security which can be properly registered and perfected in all such jurisdictions covering all of the Mortgaged Property of the Borrower or any Material Subsidiaries. Such Security agreements or such Security documentation shall be in a form satisfactory to the Lender and its solicitors, acting reasonably, and on terms consistent with the provisions of this Agreement.

Upon the repayment in full of the Indebtedness and the payment of accrued interest on the Loan to the Lender, the Lender shall, discharge all charges and liens under the Security and execute and deliver to the Borrower, such deeds or other instruments as shall be requisite to discharge the charges and liens thereof.

The Parties agree that payment of the principal amount outstanding on the Loan on the terms and conditions provided for herein constitutes repayment of the Promissory Note and the indebtedness evidenced thereby and the Lender shall not be entitled to demand repayment of the Promissory Note except in accordance with the terms and conditions of this Agreement. The Promissory Note shall be

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cancelled and returned to the Borrower upon payment and satisfaction in full of all Indebtedness. To the extent of any conflict, inconsistency or discrepancy between the provisions of the Promissory Note and the provisions of this Agreement, the provisions of this Agreement shall prevail.

In the event of a sale of property, assets, or undertaking of the Borrower in respect of which the Lender's consent has been obtained under this Agreement, the Borrower shall cause the net proceeds of sale to be paid into a cash collateral account forming part of the Security to be applied, at the option of the Borrower: a) as all or a portion of a prepayment pursuant to Section 2.4 at any time that such a prepayment may be made; or b) as repayment of the Indebtedness at maturity. Such proceeds in either case shall be applied firstly to interest, and thereafter to principal to the extent of the funds received, unless otherwise agreed by the Lender at its sole option.

ARTICLE 4 - COVENANTS

The Borrower hereby covenants and agrees with the Lender that so long as any of the Indebtedness remains unpaid:

The Borrower will, duly and punctually payor cause to be paid to the Lender, the Indebtedness at the dates, time and places, and in the manner provided for herein;

If at any time or from time to time, the Borrower desires to remove assets which comprise part or all of the Mortgaged Property from a jurisdiction in which the Security Agreement is validly registered to any jurisdiction other than a jurisdiction in which the Security Agreement is validly registered, the Borrower will, prior to removing such assets from a jurisdiction in which it is registered to a jurisdiction in which it would not be registered, give the Lender ten (10) days' notice thereof, accompanied by a full description of such assets and the proposed location thereof, and shall deliver, prior to the removal of such assets, such documents and instruments filed or registered pursuant to applicable law, if required, as may be necessary to preserve and perfect the Lender's security interest therein in such other jurisdiction in form and content satisfactory to the Lender and its counsel, and shall pay all legal and registration costs in connection therewith;

The Borrower will give the Lender prompt written notice of any action, suit, litigation or other proceeding which is commenced or threatened against the Borrower and which involves either a claim or potential claim which is not or would not be fully covered by insurance and which is in excess of Ten Thousand Dollars ($10,000). The Borrower shall defend the Mortgaged Property against all persons claiming the Mortgaged Property or an interest therein;

The Borrower will give the Lender prompt written notice of any material change in the business or condition of the Borrower, financial or otherwise, or of any material loss, destruction or damage of or to any properties or assets of the Borrower, including notice of any demand upon,

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or change in the terms and conditions governing, the operating or similar line of credit of the Borrower with its bank;

The Borrower will give the Lender thirty (30) days prior written notice of any intended change of the name of the Borrower;

The Borrower will promptly furnish the Lender with such other information respecting the Borrower, its properties, assets, anticipated contracts, acquisitions, investments and other matters and information relating to the Borrower and its business, as the Lender may from time to time reasonably request;

The Borrower will at all times maintain its corporate existence and ensure that the performance of this Agreement will not conflict with its constating documents or any agreement to which it is a party;

The Borrower will carry on its business in a proper and efficient manner, and will keep or cause to be kept proper books of account, and make or cause to be made therein true and faithful entries of all material dealings and transactions in relation to its business, and will at all times abide by all federal and provincial laws, municipal by-laws and all government regulations pertaining to the operation of the business of the Borrower;

The Borrower will payor cause to be paid all taxes, rates, government fees and dues levied, assessed or imposed upon it and upon its property or any part thereof, as and when the same become due and payable, save and except when, and so long as, the validity of any such taxes, rates, fees, dues, levies, assessments or imposts is in good faith, by proper legal proceedings, being contested by it, provided such proceedings effectively postpone enforcement of any lien arising from non-payment;

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At any and all times the Borrower will do, execute, acknowledge, deliver, file and register, or will cause to be done, executed, acknowledged, delivered, filed and registered all and every such further acts, deeds, conveyances, mortgages, transfers and assurances as the Lender shall reasonably require for the purpose of giving effect to this Agreement;

Each of the Borrower and the Lender will pay its own costs in connection with the completion of the Loan provided for in this Agreement, and the Security taken in pursuance hereof, and the preparation and registration of any further security or agreements required as further assurances or as a consequence of amendment or renewal. The Borrower will payor reimburse the Lender and its agents for all reasonable costs, charges and expenses (including legal fees and disbursements) on a lawyer and his own client basis in connection with the enforcement or realization of any such Security, and any amount not so paid shall bear interest at the rate of interest as set forth in Section 2.2 hereof, and shall be payable out of any funds coming into the possession of the Lender in priority to the Indebtedness;

The Borrower will at all times repair and keep in repair and good order and condition, or cause to be so repaired and kept in good order and condition, the Mortgaged Property;

The Borrower shall notify the Lender of any change of address of any office or other business location of the Borrower existing as at the date of execution herein, and of the location of any new business premises where the Borrower undertakes its business at any time, subsequent to the date of execution herein;

The Borrower shall give prompt written notice to the Lender of any Default hereunder;

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The Borrower shall perform, observe and comply at all times with the covenants, terms, conditions, stipulations and provisos of this Agreement, the Security Agreement and any agreements and instruments delivered in connection with this Agreement to the extent that it is party to any of the foregoing;

The Borrower shall permit the Lender, its servants and agents, to enter into at all reasonable times and upon reasonable notice any business premise owned or occupied by the Borrower to inspect the business operations of the Borrower and all assets and properties of the Borrower including those in which the Lender has security; and

The Borrower will use its reasonable commercial efforts to execute, deliver and complete or will cause to be executed, delivered and completed an agreement or agreements of the Borrower to acquire the North Gravel and Super Mammoth 5 gravel claims.

The Borrower hereby covenants and agrees with the Lender that so long as any of the Indebtedness remains outstanding, without the prior written consent of the Lender, the Borrower will not:

other than accessions to the Borrower's leased motor vehicles (all of which may be removed by the Borrower without damage to the vehicles) permit any personal property forming a part of the Mortgaged Property to become an accession or a fixture, excluding such property that becomes an accession or fixture to property also forming part of the Mortgaged Property, unless the Borrower shall have:

do any act to further or in any way encumber the Mortgaged Property, or create or permit to exist any mortgage, hypothec, charge, pledge, lien or encumbrance, or other security interest, whether by fixed or floating charge, upon its undertaking, property or assets, or any part or parts thereof,

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which ranks or purports to rank prior to or equal to the Security Agreement, except the Security Agreement and Permitted Encumbrances;

except as permitted elsewhere herein, remove or destroy any of its buildings, machinery or any structure whatsoever comprising the Mortgaged Property or the plant, machinery or fixtures attached or appertaining thereto, or otherwise forming part of the Mortgaged Property;

become liable in respect of, or pay, any Corporate Distribution;

sell, assign or dispose of any property in any transaction or series of transactions which will conclude with a reacquisition by the Borrower of the same or similar property:

or

make any capital expenditures, including financing or capital leases or similar financial arrangements, in excess of Twenty Five Thousand Dollars ($25,000) in the aggregate in any fiscal year, unless included in a capital budget of the Borrower previously approved in writing by the Lender for such fiscal year;

use the proceeds of the loan to make payments to any "associates" or "affiliates" of the Borrower as such terms are defined by the Business Corporations Act (Alberta);

permit, approve or consent to the assignment, sale or transfer of any of the shares in the share capital of the Borrower, directly or indirectly; and/or

use the proceeds of the Loan for any purposes other than as set forth in Section 2.7 of this Agreement.

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ARTICLE 5 - DEFAULT AND ENFORCEMENT

Each and every one of the following shall be a Default under this Agreement:

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Upon the occurrence of a Default which is continuing, the Lender may, in addition to any other rights or remedies provided for herein, in the Security, at law, or in equity, declare the Indebtedness to be immediately and fully due and payable, and the same shall forthwith become immediately and fully due and payable, and the Borrower shall forthwith, without the requirement of reasonable notice, pay to the Lender the Indebtedness and the Security shall become immediately enforceable in each and every such event, and the Lender shall thereupon have all rights and remedies available to it at law or in equity, whether by virtue of this Agreement, the Security or otherwise.

The Lender may at any time waive in writing any Default which may have occurred, provided that no such waiver shall extend to, or be taken in any manner whatsoever to affect, any subsequent Default or the rights or remedies resulting therefrom. No delay or failure by the Lender to exercise any right or remedy hereunder shall impair any such right or remedy, or shall be construed to be a waiver of any Default hereunder or under the Security, or acquiescence therein.

Each of the remedies available to the Lender is a separate remedy and in no way is a limitation on anyone or more of the other remedies otherwise available to the Lender. The rights and remedies herein expressly specified or in the Security are cumulative and not exclusive. The Lender may, in its sole discretion, exercise any and all rights, powers, remedies and recourses available herein or in the Security, or any other remedy available to it, and such rights, powers, remedies and recourses may be exercised concurrently or individually without the necessity of any election.

ARTICLE 6 - ENFORCEMENT OF SECURITY

In the event of Default and subject to the provisions hereof, the Lender may proceed to enforce its rights by any action, suit, remedy or proceeding available to it under this Agreement, the Security or otherwise authorized or permitted by law or by equity. No remedy for the enforcement of the rights of the Lender shall be exclusive of, or depend on, any other remedy, but anyone or more remedies may from time to time be exercised independently or in combination.

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No delay or omission of the Lender to exercise any remedy shall impair any such remedy, or shall be construed to be a waiver of any Default hereunder or under the Security, or acquiescence therein.

The Borrower binds and obliges itself to yield up possession of the Mortgaged Property to the Lender on demand at any time after Default and prior to the satisfaction in full of the Indebtedness and agrees to put no obstacles in the way of, but to facilitate by all legal means, the actions of the Lender hereunder, and not to interfere with the carrying out of the powers hereby granted to it. The Borrower shall forthwith, by and through its officers and directors, at any time after Default and request in writing by the Lender execute such documents and transfers as may be necessary to place the Lender in legal possession of the Mortgaged Property.

If the Borrower shall fail to perform any covenant on its part herein contained, the Lender may, in its discretion, perform any of the said covenants capable of being performed by it, and if any such covenant requires the payment or expenditure of money, the Lender may make payments or expenditure with its own funds, or with money borrowed by or advanced to it for such purpose, but shall be under no obligation to do so, and all sums so expended or advanced shall be at once payable by the Borrower on demand, shall bear interest at the rate of Twenty-Five percent (25%) per annum, calculated and payable monthly, in arrears, until paid, and shall be payable out of any funds coming into the possession of the Lender in priority to the Indebtedness, but no such performance or payment shall be deemed to relieve the Borrower from any Default hereunder unless and until the Lender is fully reimbursed for all sums advanced hereunder together with interest thereon as herein provided.

Effective after Default and written notification by the Lender that it intends to enforce its Security, the Borrower hereby irrevocably appoints the Lender to be its attorney, and in its name and on its behalf, to execute and carry out any deeds, documents, transfers, conveyances, assignments, assurances, consents and things which the Borrower ought to, or may, sign, execute and do hereunder, and generally to use its name in the exercise of all or any of the powers hereby conferred on the Lender, with full power of substitution and revocation. In the exercise of all of its rights hereunder, the Lender shall be, so far as concerns responsibility for its action or inaction, the agent of the Borrower.

In realizing upon the Mortgaged Property, the Lender shall not be responsible for any loss occasioned by any demand, collection, enforcement, sale or other realization thereof, or the failure to, or delay in, demand, collect, enforce or sell any portion, and the Lender shall not be bound to protect the Mortgaged Property from depreciating in value. Upon any sale or realization of the Mortgaged Property by way of public auction, the Lender may become purchaser free from any right or equity of redemption, which right or equity is expressly waived by the Borrower, and the Lender may, in paying the purchase price, apply so much of the obligations of the Borrower hereunder on account of the purchase price as may be necessary for such purpose.

Notwithstanding any waiver or enforcement of Default hereunder, the Borrower acknowledges that the Lender shall be paid interest on overdue interest at the rate set forth in Section 2.2 hereof.

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The Lender may appoint any agent or representative to exercise any of its rights hereunder.

ARTICLE 7 - NOTICES

Any demand or notice to be given by any party hereto to any other party shall be in writing and may be given by personal delivery, or except during any period when postal service is interrupted, by prepaid registered mail or by facsimile transmission, transmission confirmed, addressed or sent as follows:

and if given by registered mail shall be deemed to have been received by the party to whom it was addressed on the date falling four (4) Business Days following the date upon which it has been deposited in a post office within a city in Canada with postage and cost of registration prepaid, and if personally delivered to an adult during Business Hours, when so delivered, and if given by other communication the third (3rd) Business Hour after confirmed transmission. Any of the above-named parties may change the address or fax number designated from time to time, by notice in writing to the other party hereto.

ARTICLE 8 - MISCELLANEOUS

For the purpose of convenience this Agreement may be referred to as bearing the formal date first written above, irrespective of the actual date of execution thereof.

Words importing the singular number shall include the plural and vice versa, and words importing the masculine gender shall include the feminine gender.

The Article and section headings are not to be considered part of this Agreement, are inserted for convenience of reference only, are not intended to be full or accurate descriptions of the content thereof, and shall not affect the construction or interpretation of this Agreement.

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This Agreement shall be construed in accordance with the laws of the Province of Alberta and shall be treated in all respects as an Alberta contract. The parties hereto irrevocably attorn to the jurisdiction of the courts situated in Alberta.

All dollar amounts referred to in this Agreement and all payments to be made hereunder are in United States funds unless otherwise specified herein.

This Agreement, including the schedules hereto, the Security, and any agreement collateral hereto or thereto constitutes the entire agreement between the parties, and may not be amended or modified in any respect except by written instrument signed by the parties hereto, and all other agreements, undertakings, representations and writings, oral or written, are entirely replaced thereby and are no longer effective.

Any statute referred to herein or in the Security shall be deemed to include that statute as amended, restated and/or replaced from time to time, and any successor legislation to the same general intent and effect.

This Agreement shall enure to the benefit of, and shall be binding upon, the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned by either party without the prior written consent of the other party.

If under the provisions of this Agreement any amount is to be paid or any act or thing is to be done or step is to be taken on a day other than a Business Day, then such amount shall be paid or such act, thing or step shall be done or taken on the next Business Day.

All financial terms employed and calculations provided for herein shall, unless otherwise specifically provided, be interpreted and applied in accordance with Canadian Generally Accepted Accounting Principles applied on a consistent basis, and applicable on a consolidated basis.

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In the event of any conflict between any term, condition or provision of this Agreement and those of the Security, then the term, condition or provision of this Agreement shall govern.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

DYNAMIC GOLD CORP.

Per: / s / Rob Hall 
       Authorized Signature

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SCHEDULE "A"

PERMITTED ENCUMBRANCES

None

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Exhibit 10.3

PROMISSORY NOTE

$75,000 United States Dollars

January 8, 2008

FOR VALUE RECEIVED, the undersigned, DYNAMIC GOLD CORP. ("Company") , hereby promises to pay to Tim Coupland (herein referred to as the "Payee" ), the principal amount of seventy five thousand ($75,000) dollars in United States currency in accordance with and subject to the terms, conditions and limitations as set forth in the loan agreement (the "Agreement" ) dated January 8, 2008, between Company and the Payee. Except as otherwise specified herein, interest under this promissory note ( "Note" ) shall accrue on the unpaid principal balance hereof from time to time outstanding from and after the date of advance, default and judgment at the rate of ten (10%) percent per annum until the balance due plus accrued interest has been paid in full. Interest shall be computed on the daily principal balance on the basis of a 365 day calendar year for the actual number of days elapsed. Interest shall be payable after maturity, default and judgment, with interest payable on overdue interest at the same rate. All payments under this Note shall be paid to Payee at the address provided by Payee to Company in writing on the date hereof, until such time as Payee notifies Company in writing of a new address at which to make such payments.

No delay or omission on the part of Payee or any holder thereof in exercising any right or portion herein given to such Payee or holder shall impair such right or option or be considered as a waiver thereof or acquiescence in any default hereunder. Company hereby waives presentment, demand, notice of dishonour and protest and consents to any and all extensions and renewals hereof without notice.

Repayment of the principal amount hereof shall be limited in recourse in accordance with and subject to the terms, conditions and limitations as set forth in the Agreement.

This Note shall enure to the benefit of the parties' heirs, executors, administrators and successors but is otherwise non-transferable without the prior written consent of the Payee which consent shall not be unreasonably withheld.

This Note shall be construed, interpreted and governed in accordance with the laws of the Province of Alberta and Canada applicable therein.

If anyone or more provisions of this Note are determined to be unenforceable, in whole or in part, for any reason, the remaining provisions of this Note shall remain in full force and effect. In the event of a default hereunder, Company agrees to pay all costs of collection including reasonable attorneys' fees. Irrespective of any remedy specifically granted to Payee by this Note, Payee shall be entitled to exercise all other remedies provided to it under applicable law. All rights of Payee shall be cumulative and may be exercised concurrently or consecutively at Payee's option.

THIS NOTE HAS BEEN EXECUTED, DELIVERED AND ACCEPTED AT CALGARY, ALBERTA AND SHALL BE INTERPRETED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF THE PROVINCE OF CALGARY, ALBERTA.

DYNAMIC GOLD CORP

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Exhibit 10.4

GENERAL SECURITY AGREEMENT

     (a) For value received, the undersigned (" Debtor ") hereby grants to TIM COUPLAND ("Lender") a security interest, mortgage and charge (hereinafter collectively referred to as the "Security Interest") as hereinafter provided:

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     (b) The Security Interest granted hereby shall not extend or apply to and Collateral shall not include the last day of the term of any lease or agreement therefor but upon the enforcement of the Security Interest Debtor shall stand possessed of such last day in trust to assign the same to any person acquiring such term.

     (c) The terms " Goods ", " Chattel Paper ", " Document of Title ", " Instrument ", " Intangible ", " Security ", " proceeds ", " Inventory ", " equipment ", " accession ", " Money ", " Account ", " financing statement " and " financing change statement " whenever used herein shall be interpreted pursuant to their respective meanings when used in the Personal Property Security Act (Alberta), which Act, including amendments thereto and any Act substituted therefor and amendments thereto is herein referred to as the "P.P.S.A.". Provided always that the term " Goods " when used herein shall not include "consumer goods" of Debtor as that term is defined in the P.P.S.A. and the term "Inventory" when used herein shall include livestock and the young thereof after conception and crops that become such during the term of this Security Agreement. Any reference herein to "Collateral" shall, unless the context otherwise requires, be deemed a reference to "collateral or any part thereof'.

     The Security Interest granted hereby secures payment and performance of any and all obligation, indebtedness and liability of Debtor to Lender (including interest thereon) present or future, direct or indirect, absolute or contingent, matured or not, extended or renewed, wheresoever and howsoever incurred and any ultimate unpaid balance thereof and whether the same is from time to time reduced and thereafter increased or entirely extinguished and thereafter incurred again and whether Debtor be bound alone or with another or others and whether as principal or surety (hereinafter collectively called the "Indebtedness"). If the Security Interest in the Collateral is not sufficient, in the event of default, to satisfy all Indebtedness of Debtor, Debtor acknowledges and agrees that Debtor shall continue to be liable for any Indebtedness remaining outstanding and Lender shall be entitled to pursue full payment thereof.

     Debtor represents and warrants and so long as this Security Agreement remains in effect shall be deemed to continuously represent and warrant that:

     (a) the Collateral is owned by Debtor free of all security interests, mortgages, lien claims, charges, licences, leases, infringements by third parties, encumbrances or other adverse claim or interests (hereinafter collectively called "Encumbrances"), save for the Security Interest and those Encumbrances shown on Schedule "A" or hereafter approved in writing by Lender, prior to their creation or assumption;

     (b) all Intellectual Property applications and registrations are valid and in good standing and Debtor is the owner of the applications and registrations;

     (c) each Debt, Chattel Paper and Instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the " Account Debtor "), and the

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amount represented by Debtor to Lender from time to time as owing by each Account Debtor or by all Account Debtors will be the correct amount actually and unconditionally owing by such Account Debtor or Account Debtors, except for normal cash discounts where applicable, and no Account Debtor will have any defence, set off, claim or counterclaim against Debtor which can be asserted against Lender, whether in any proceeding to enforce Collateral or otherwise;

     (d)      the locations specified in Schedule "B" as to business operations and records are accurate and complete and with respect to Real Property and Goods (including Inventory) constituting Collateral, the locations specified in Schedule "B" are accurate and complete save for Goods in transit to such locations and Inventory on lease or consignment; and all buildings, fixtures or Goods about to become fixtures and all crops and all oil, gas or other minerals to be extracted and all timber to be cut which forms part of the Collateral will be situate at one of such locations;

     (e)      Debtor has disclosed to Lender all environmental and other matters which could have a material effect on the financial condition or operations of Debtor; and

     (f)      the execution, delivery and performance of the obligations under this Security Agreement and the creation of any security interest in or assignment hereunder of Debtor's rights in the Collateral to Lender will not result in a breach of any agreement to which Debtor is a party.

     So long as this Security Agreement remains in effect Debtor covenants and agrees:

     (a)      to defend the Collateral against the claims and demands of all other parties claiming the same or an interest therein; to diligently initiate and prosecute legal action against all infringers of Debtor's rights in Intellectual Property; to take all reasonable action to keep the Collateral free from all Encumbrances, except for the Security Interest, licences which are compulsory under federal or provincial legislation and those shown in Schedule "A" or hereafter approved in writing by Lender, prior to their creation or assumption; and not to sell, exchange, transfer, assign, lease, license or otherwise dispose of Collateral or any interest therein without the prior written consent of Lender; provided always that, until default, Debtor may, in the ordinary course of Debtor's business, sell or lease Inventory and, subject to Clause 7 hereof, use Money available to Debtor;

     (c) to keep Collateral in good order, condition and repair and not to use Collateral in violation of the provisions of this Security Agreement or any other agreement relating to Collateral or any policy insuring Collateral or any applicable statute, law, by-law, rule, regulation or ordinance; to keep all

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agreements, registrations and applications relating to Intellectual Property and intellectual property used by Debtor in its business in good standing and to renew all agreements and registrations as may be necessary or desirable to protect Intellectual Property, unless otherwise agreed in writing by Lender; to apply to register all existing and future copyrights, trade-marks, patents, integrated circuit topographies and industrial designs whenever it is commercially reasonable to do so;

     (d)      to do, execute, acknowledge and deliver such financing statements, financing change statements and further assignments, transfers, caveats, mortgages, notices, documents, acts, matters and things (including further schedules hereto) as may be reasonably Requested by Lender of or with respect to Collateral in order to give effect to these presents and to pay all costs for searches and filings in connection therewith;

     (e)      to pay all taxes, rates, levies, assessments and other charges of every nature which may be lawfully levied, assessed or imposed against or in respect of Debtor or Collateral as and when the same become due and payable;

     (f)      to insure Collateral for such periods, in such amounts, on such terms and against loss or damage by fire and such other risks as Lender shall reasonably direct with loss payable to Lender and Debtor, as insureds, as their respective interests may appear, and to pay all premiums therefor;

     (g)      to prevent Collateral, save Inventory sold or leased as permitted hereby, from being or becoming an accession to other property not covered by this Security Agreement;

     (h)      to carry on and conduct the business of Debtor in accordance with all applicable laws, in a proper and efficient manner and so as to protect and preserve Collateral and to keep, in accordance with generally accepted accounting principles, consistently applied, proper books of account for Debtor's business as well as accurate and complete records concerning Collateral, and mark any and all such records and Collateral at Lender's request so as to indicate the Security Interest; and

     Subject to compliance with Debtor's covenants contained herein and Clause 7 hereof, Debtor may, until default, possess, operate, collect, use and enjoy and deal with Collateral in the ordinary course of Debtor's business in any manner not inconsistent with the provisions hereof; provided always that Lender shall have the right at any time and from time to time to verify compliance by Debtor with Debtor's obligations under this Security Agreement (including through inquiries with governmental

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agencies) and the existence and state of the Collateral in any manner Lender may consider appropriate and Debtor agrees to furnish all assistance and information and to perform all such acts as Lender may reasonably request in connection therewith and for such purpose to grant to Lender or its agents access to all places where Collateral may be located and to all premises occupied by Debtor.

     If Collateral at any time includes Securities, Debtor authorizes Lender to transfer the same or any part thereof into its own name or that of its nominee(s) so that Lender or its nominee(s) may appear of record as the sole owner thereof; provided that, until default, Lender shall deliver promptly to Debtor all notices or other communications received by it or its nominee(s) as such registered owner and, upon demand and receipt of payment of any necessary expenses thereof, shall issue to Debtor or its order a proxy to vote and take all action with respect to such Securities. After default, Debtor waives all rights to receive any notices or communications received by Lender or its nominee(s) as such registered owner and agrees that no proxy issued by Lender to Debtor or its order as aforesaid shall thereafter be effective.

     Afte r default under this Security Agreement, Lender may notify all or any Account Debtors of the Security Interest and may also direct such Account Debtors to make all payments on Collateral to Lender. Debtor acknowledges that any payments on or other proceeds of Collateral received by Debtor from Account Debtors, whether before or after notification of this Security Interest to Account Debtors and whether before or after default under this Security Agreement shall be received and held by Debtor in trust for Lender and shall be turned over to Lender upon request.

     (a)      Until default, Debtor reserves the right to receive any Money constituting income from or interest on Collateral and if Lender receives any such Money prior to default, Lender shall either credit the same against the Indebtedness or pay the same promptly to Debtor.

     (b)        After default, Debtor will not request or receive any Money constituting income from or interest on Collateral and if Debtor receives any such Money without any request by it, Debtor will pay the same promptly to Lender.

(b)      If Debtor receives any such increase or profits (other than Money) or payments or distributions, Debtor will deliver the same promptly to Lender to be held by Lender as herein provided.

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     Subject to any applicable requirements of the P.P.S.A. or other applicable law, all Money collected or received by Lender pursuant to or in exercise of any right it possesses with respect to Collateral shall be applied on account of Indebtedness in such manner as Lender deems best or, at the option of Lender, may be held unappropriated in a collateral account or released to Debtor, all without prejudice to the liability of Debtor or the rights of Lender hereunder, and any surplus shall be accounted for as required by law.

     The happening of any Event of Default (as that term is defined in the Loan Agreement dated January 8, 2008 between Lender and Debtor (the "Loan Agreement")) shall constitute a default hereunder and is herein referred to as a "default".

     In the event of default, Lender, in its sole discretion, may declare all or any part of Indebtedness which is not by its terms payable on demand to be immediately due and payable, without demand or notice of any kind. The provisions of this clause are not intended in any way to affect any rights of Lender with respect to any Indebtedness which may now or hereafter be payable on demand.

      (a) Upon default, Lender may appoint or reappoint by instrument in writing, any person or persons, whether an officer or officers or an employee or employees of Lender or not, to be a receiver or receivers (hereinafter called a " Receiver ", which term when used herein shall include a receiver and manager) of Collateral (including any interest, income or profits therefrom) and may remove any Receiver so appointed and appoint another in its stead. Any such Receiver shall, so far as concerns responsibility for its acts, be deemed the agent of Debtor and not Lender, and Lender shall not be in any way responsible for any misconduct, negligence or nonfeasance on the part of any such Receiver, its servants, agents or employees. Subject to the provisions of the instrument appointing it, any such Receiver shall have power to take possession of Collateral, to preserve Collateral or its value, to carry on or concur in carrying on all or any part of the business of Debtor and to sell, lease, license or otherwise dispose of or concur in selling, leasing, licensing or otherwise disposing of Collateral. To facilitate the foregoing powers, any such Receiver may, to the exclusion of all others, including Debtor, enter upon, use and occupy all premises owned or occupied by Debtor constituting Collateral or wherein Collateral may be situate, maintain Collateral upon such premises, borrow money on a secured or unsecured basis and use Collateral directly in carrying on Debtor's business or as security for loans or advances to enable the Receiver to carry on Debtor's business or otherwise, as such Receiver shall, in its discretion, determine. Except as may be otherwise directed by Lender, all Money received from time to time by such Receiver in carrying out its appointment shall be received in trust for and paid over to Lender. Every such Receiver may, in the discretion of Lender, be vested with all or any of the rights and powers of Lender.

     (b)      Upon default, Lender may, either directly or through its agents or nominees, exercise any or all of the powers and rights given to a Receiver by virtue of the foregoing sub-clause (a).

     (c)      Lender may take possession of, collect, demand, sue on, enforce, recover and receive Collateral and give valid and binding receipts and discharges therefor and in respect thereof and, upon default, Lender may sell, lease, license or otherwise dispose of Collateral in such manner, at such time or times and place or places, for such consideration and upon such terms and conditions as to Lender may seem reasonable.

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     (d)      In addition to those rights granted herein and in any other agreement now or hereafter in effect between Debtor and Lender and in addition to any other rights Lender may have at law or in equity, Lender shall have, both before and after default, all rights and remedies of a secured party under the P.P.S.A. provided always, that Lender shall not be liable or accountable for any failure to exercise its remedies, take possession of, collect, enforce, realize, sell, lease, license or otherwise dispose of Collateral or to institute any proceedings for such purposes. Furthermore, Lender shall have no obligation to take any steps to preserve rights against prior parties to any Instrument or Chattel Paper or prior encumbrances on any Real Property whether Collateral or proceeds and whether or not in Lender's possession and shall not be liable or accountable for failure to do so.

     (e)      Debtor acknowledges that Lender or any Receiver appointed by it may take possession of Collateral wherever it may be located and by any method permitted by law and Debtor agrees upon request from Lender or any such Receiver to assemble and deliver possession of Collateral at such place or places as directed.

     (f)      Debtor agrees to be liable for and to pay all costs, charges and expenses incurred by Lender or any Receiver or agent appointed by it, whether directly or for services rendered (including solicitors costs on a solicitor and his own client basis and auditors costs and other legal expenses and Receiver and agent remuneration), in operating Debtor's accounts, preparing or enforcing this Security Agreement, inspecting and determining the state of the Collateral, taking and maintaining custody of, preserving, repairing, processing, preparing for disposition and disposing of Collateral and in enforcing or collecting Indebtedness and all such costs, charges and expenses, together with any amounts owing as a result of any borrowing by Lender or any Receiver appointed by it, as permitted hereby, shall be a first charge on the proceeds of realization, collection or disposition of Collateral and shall be secured hereby.

     (g)     Lender will give Debtor such notice, if any, of the date, time and place of any public sale or of the date after which any private disposition of Collateral is to be made as may be required by the P.P.S.A. or other applicable law.

     (h)     Upon default and receiving written demand from Lender, Debtor shall take such further action as may be necessary to evidence and effect an assignment or licensing of Intellectual Property to whomsoever Lender directs, including to Lender. Debtor appoints any officer or director of Lender upon default to be its attorney in accordance with applicable legislation with full power of substitution and to do on Debtor's behalf anything that is required to assign, license or transfer, and to record any assignment, licence or transfer of the Collateral. This power of attorney, which is coupled with an interest, is irrevocable until the release or discharge of the Security Interest.

     (a)      Debtor hereby authorizes Lender to file such financing statements, financing change statements, caveats, mortgages, forms, security notices and other documents and do such acts, matters and things (including completing and adding schedules hereto identifying Collateral or any permitted Encumbrances affecting Collateral or identifying the locations at which Debtor's business is carried on and Collateral and records relating thereto are situate) as Lender may deem appropriate to perfect on an ongoing basis and continue the Security Interest, to protect and preserve Collateral and to realize upon the Security Interest and Debtor hereby irrevocably constitutes and appoints any officer or director of Lender the true and lawful attorney of Debtor, with full power of substitution, to do any of the foregoing in the name of Debtor whenever and wherever it may be deemed necessary or expedient.

     (b)      Without limiting any other right of Lender, whenever Indebtedness is immediately due and payable or Lender has the right to declare Indebtedness to be immediately due and payable (whether or not it has so declared), Lender may, in its sole discretion, set off against Indebtedness any and all amounts then owed to Debtor by Lender in any capacity, whether or not due, and Lender shall be deemed

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to have exercised such right to set off immediately at the time of making its decision to do so even though any charge therefor is made or entered on Lender's records subsequent thereto.

     (c)      Upon Debtor's failure to perform any of its duties hereunder, Lender may, but shall not be obligated to, perform any or all of such duties, and Debtor shall pay to Lender, forthwith upon written demand therefor, an amount equal to the expense incurred by Lender in so doing plus interest thereon from the date such expense is incurred until it is paid at the rate of 15% per annum.

     (d)      Lender may grant extensions of time and other indulgences, take and give up security, accept compositions, compound, compromise, settle, grant releases and discharges and otherwise deal with Debtor, debtors of Debtor, sureties and others and with Collateral and other security as Lender may see fit without prejudice to the liability of Debtor or Lender's right to hold and realize the Security Interest. Furthermore, Lender may demand, collect and sue on Collateral in either Debtor's or Lender's name, at Lender's option, and may endorse Debtor's name on any and all cheques, commercial paper, and any other Instruments pertaining to or constituting Collateral.

     (e)      No delay or omission by Lender in exercising any right or remedy hereunder or with respect to any Indebtedness shall operate as a waiver thereof or of any other right or remedy, and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy. Furthermore, Lender may remedy any default by Debtor hereunder or with respect to any Indebtedness in any reasonable manner without waiving the default remedied and without waiving any other prior or subsequent default by Debtor. All rights and remedies of Lender granted or recognized herein are cumulative and may be exercised at any time and from time to time independently or in combination.

     (f)      Debtor waives protest of any Instrument constituting Collateral at any time held by Lender on which Debtor is in any way liable and, subject to Clause 13 (g) hereof, notice of any other action taken by Lender.

     (g)      This Security Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns. In any action brought by an assignee of this Security Agreement and the Security Interest or any part thereof to enforce any rights hereunder, Debtor shall not assert against the assignee any claim or defence which Debtor now has or hereafter may have against Lender. If more than one Debtor executes this Security Agreement the obligations of such Debtors hereunder shall be joint and several and, unless the context otherwise requires, a reference to "Debtor" herein shall be deemed to be a reference to each of the undersigned.

     (h)      Subject to the Loan Agreement, Lender may provide any financial and other information it has about Debtor, the Security Interest and the Collateral to anyone acquiring or who may acquire an interest in the Security Interest or the Collateral from Lender or anyone acting on behalf of Lender.

     (i)      Save for any schedules which may be added hereto pursuant to the provisions hereof, no modification, variation or amendment of any provision of this Security Agreement shall be made except by a written agreement, executed by the parties hereto and no waiver of any provision hereof shall be effective unless in writing.

     (j)      Subject to the requirements of Clauses 13 (g) and 14 (k) hereof, whenever either party hereto is required or entitled to notify or direct the other or to make a demand or request upon the other, such notice, direction, demand or request shall be in writing and shall be sufficiently given, if given in accordance with the terms and conditions of the Loan Agreement.

     (k)      This Security Agreement and the security afforded hereby is in addition to and not in substitution for any other security now or hereafter held by Lender.

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     (1)      The headings used in this Security Agreement are for convenience only and are not to be considered a part of this Security Agreement and do not in any way limit or amplify the terms and provisions of this Security Agreement.

     (m)      When the context so requires, the singular number shall be read as if the plural were expressed and the provisions hereof shall be read with all grammatical changes necessary dependent upon the person referred to being a male, female, firm or corporation.

     (n)      In the event any provisions of this Security Agreement, as amended from time to time, shall be deemed invalid or void, in whole or in part, by any Court of competent jurisdiction, the remaining terms and provisions of this Security Agreement shall remain in full force and effect.

     (o)      Nothing herein contained shall in any way obligate Lender to grant, continue, renew, extend time for payment of or accept anything which constitutes or would constitute Indebtedness.

     (p)      The Security Interest created hereby is intended to attach when this Security Agreement is signed by Debtor and delivered to Lender.

     (q)      Debtor acknowledges and agrees that in the event it amalgamates with any other company or companies it is the intention of the parties hereto that the term " Debtor " when used herein shall apply to each of the amalgamating companies and to the amalgamated company, such that the Security Interest granted hereby:

     (r)      This Security Agreement and the transactions evidenced hereby shall be governed by and construed in accordance with the laws of the Province of Alberta.

     (s)      This Security Agreement is granted pursuant to the terms of the Loan Agreement and in the event of a conflict between the terms hereof and the Loan Agreement, the Loan Agreement shall prevail to the extent necessary to resolve such conflict.

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            (b)      Debtor waives Debtor's right to receive a copy of a financing statement or financing change statement registered by Lender or any verification statement pertaining to a registration by Lender.

      IN WITNESS WHEREOF Debtor has executed this Security Agreement as of the 8th day of January, 2008.

DYNAMIC GOLD CORP.

Per: / s / Tim Coupland

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SCHEDULE "A"

(ENCUMBRANCES AFFECTING COLLATERAL)

None

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SCHEDULE "B"

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SCHEDULE "C"

(DESCRIPTION OF PROPERTY)

All present and after acquired personal property.

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Exhibit 10.5

GENERAL SECURITY AGREEMENT

(a)      For value received, the undersigned (" Debtor ") hereby grants to TIM COUPLAND (" Lender ") a security interest, mortgage and charge (hereinafter collectively referred to as the " Security Interest" ) as hereinafter provided:

(i)      a security interest in the undertaking of Debtor and all of Debtor's present and after acquired personal property including, without limitation, all Goods (including all parts, accessories, attachments, special tools, additions and accessions thereto), Chattel Paper, Documents of Title (whether negotiable or not), Instruments, Intangibles, Money and Securities now owned or hereafter owned or acquired by or on behalf of Debtor (including such as may be returned to or repossessed by Debtor) and including, without limitation, all of the following now owned or hereafter owned or acquired by or on behalf of Debtor:

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     (b)      The Security Interest granted hereby shall not extend or apply to and Collateral shall not include the last day of the term of any lease or agreement therefor but upon the enforcement of the Security Interest Debtor shall stand possessed of such last day in trust to assign the same to any person acquiring such term.

     (c)      The terms " Goods ", " Chattel Paper ", " Document of Title ", " Instrument ", " Intangible ", " Security ", " proceeds ", " Inventory ", " equipment ", " accession ", " Money ", " Account ", "financing statement" and "financing change statement" whenever used herein shall be interpreted pursuant to their respective meanings when used in the Personal Property Security Act (Alberta), which Act, including amendments thereto and any Act substituted therefor and amendments thereto is herein referred to as the "P.P.S.A.". Provided always that the term " Goods " when used herein shall not include " consumer goods " of Debtor as that term is defined in the P.P.S.A. and the term "Inventory" when used herein shall include livestock and the young thereof after conception and crops that become such during the term of this Security Agreement. Any reference herein to "Collateral" shall, unless the context otherwise requires, be deemed a reference to "collateral or any part thereof'.

     The Security Interest granted hereby secures payment and performance of any and all obligation, indebtedness and liability of Debtor to Lender (including interest thereon) present or future, direct or indirect, absolute or contingent, matured or not, extended or renewed, wheresoever and howsoever incurred and any ultimate unpaid balance thereof and whether the same is from time to time reduced and thereafter increased or entirely extinguished and thereafter incurred again and whether Debtor be bound alone or with another or others and whether as principal or surety (hereinafter collectively called the "Indebtedness"). If the Security Interest in the Collateral is not sufficient, in the event of default, to satisfy all Indebtedness of Debtor, Debtor acknowledges and agrees that Debtor shall continue to be liable for any Indebtedness remaining outstanding and Lender shall be entitled to pursue full payment thereof.

     Debtor represents and warrants and so long as this Security Agreement remains in effect shall be deemed to continuously represent and warrant that:

     (a)      the Collateral is owned by Debtor free of all security interests, mortgages, lien claims, charges, licences, leases, infringements by third parties, encumbrances or other adverse claim or interests (hereinafter collectively called "Encumbrances"), save for the Security Interest and those Encumbrances shown on Schedule "A" or hereafter approved in writing by Lender, prior to their creation or assumption;

     (b)      all Intellectual Property applications and registrations are valid and in good standing and Debtor is the owner of the applications and registrations;

     (c)      each Debt, Chattel Paper and Instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the " Account Debtor "), and the

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amount represented by Debtor to Lender from time to time as owing by each Account Debtor or by all Account Debtors will be the correct amount actually and unconditionally owing by such Account Debtor or Account Debtors, except for normal cash discounts where applicable, and no Account Debtor will have any defence, set off, claim or counterclaim against Debtor which can be asserted against Lender, whether in any proceeding to enforce Collateral or otherwise;

     (d)      the locations specified in Schedule "B" as to business operations and records are accurate and complete and with respect to Real Property and Goods (including Inventory) constituting Collateral, the locations specified in Schedule "B" are accurate and complete save for Goods in transit to such locations and Inventory on lease or consignment; and all buildings, fixtures or Goods about to become fixtures and all crops and all oil, gas or other minerals to be extracted and all timber to be cut which forms part of the Collateral will be situate at one of such locations;

     (e)      Debtor has disclosed to Lender all environmental and other matters which could have a material effect on the financial condition or operations of Debtor; and

     (f)      the execution, delivery and performance of the obligations under this Security Agreement and the creation of any security interest in or assignment hereunder of Debtor's rights in the Collateral to Lender will not result in a breach of any agreement to which Debtor is a party.

     So long as this Security Agreement remains in effect Debtor covenants and agrees:

     (a)      to defend the Collateral against the claims and demands of all other parties claiming the same or an interest therein; to diligently initiate and prosecute legal action against all infringers of Debtor's rights in Intellectual Property; to take all reasonable action to keep the Collateral free from all Encumbrances, except for the Security Interest, licences which are compulsory under federal or provincial legislation and those shown in Schedule "A" or hereafter approved in writing by Lender, prior to their creation or assumption; and not to sell, exchange, transfer, assign, lease, license or otherwise dispose of Collateral or any interest therein without the prior written consent of Lender; provided always that, until default, Debtor may, in the ordinary course of Debtor's business, sell or lease Inventory and, subject to Clause 7 hereof, use Money available to Debtor;

     (c)      to keep Collateral in good order, condition and repair and not to use Collateral in violation of the provisions of this Security Agreement or any other agreement relating to Collateral or any policy insuring Collateral or any applicable statute, law, by-law, rule, regulation or ordinance; to keep all

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agreements, registrations and applications relating to Intellectual Property and intellectual property used by Debtor in its business in good standing and to renew all agreements and registrations as may be necessary or desirable to protect Intellectual Property, unless otherwise agreed in writing by Lender; to apply to register all existing and future copyrights, trade-marks, patents, integrated circuit topographies and industrial designs whenever it is commercially reasonable to do so;

     (d)      to do, execute, acknowledge and deliver such financing statements, financing change statements and further assignments, transfers, caveats, mortgages, notices, documents, acts, matters and things (including further schedules hereto) as may be reasonably Requested by Lender of or with respect to Collateral in order to give effect to these presents and to pay all costs for searches and filings in connection therewith;

     (e)      to pay all taxes, rates, levies, assessments and other charges of every nature which may be lawfully levied, assessed or imposed against or in respect of Debtor or Collateral as and when the same become due and payable;

     (f)      to insure Collateral for such periods, in such amounts, on such terms and against loss or damage by fire and such other risks as Lender shall reasonably direct with loss payable to Lender and Debtor, as insureds, as their respective interests may appear, and to pay all premiums therefor;

     (g)      to prevent Collateral, save Inventory sold or leased as permitted hereby, from being or becoming an accession to other property not covered by this Security Agreement;

     (h)      to carry on and conduct the business of Debtor in accordance with all applicable laws, in a proper and efficient manner and so as to protect and preserve Collateral and to keep, in accordance with generally accepted accounting principles, consistently applied, proper books of account for Debtor's business as well as accurate and complete records concerning Collateral, and mark any and all such records and Collateral at Lender's request so as to indicate the Security Interest; and

     Subject to compliance with Debtor's covenants contained herein and Clause 7 hereof, Debtor may, until default, possess, operate, collect, use and enjoy and deal with Collateral in the ordinary course of Debtor's business in any manner not inconsistent with the provisions hereof; provided always that Lender shall have the right at any time and from time to time to verify compliance by Debtor with Debtor's obligations under this Security Agreement (including through inquiries with governmental

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agencies) and the existence and state of the Collateral in any manner Lender may consider appropriate and Debtor agrees to furnish all assistance and information and to perform all such acts as Lender may reasonably request in connection therewith and for such purpose to grant to Lender or its agents access to all places where Collateral may be located and to all premises occupied by Debtor.

     If Collateral at any time includes Securities, Debtor authorizes Lender to transfer the same or any part thereof into its own name or that of its nominee(s) so that Lender or its nominee(s) may appear of record as the sole owner thereof; provided that, until default, Lender shall deliver promptly to Debtor all notices or other communications received by it or its nominee(s) as such registered owner and, upon demand and receipt of payment of any necessary expenses thereof, shall issue to Debtor or its order a proxy to vote and take all action with respect to such Securities. After default, Debtor waives all rights to receive any notices or communications received by Lender or its nominee(s) as such registered owner and agrees that no proxy issued by Lender to Debtor or its order as aforesaid shall thereafter be effective.

     Afte r default under this Security Agreement, Lender may notify all or any Account Debtors of the Security Interest and may also direct such Account Debtors to make all payments on Collateral to Lender. Debtor acknowledges that any payments on or other proceeds of Collateral received by Debtor from Account Debtors, whether before or after notification of this Security Interest to Account Debtors and whether before or after default under this Security Agreement shall be received and held by Debtor in trust for Lender and shall be turned over to Lender upon request.

     (a)      Until default, Debtor reserves the right to receive any Money constituting income from or interest on Collateral and if Lender receives any such Money prior to default, Lender shall either credit the same against the Indebtedness or pay the same promptly to Debtor.

     (b)        After default, Debtor will not request or receive any Money constituting income from or interest on Collateral and if Debtor receives any such Money without any request by it, Debtor will pay the same promptly to Lender.

(b)      If Debtor receives any such increase or profits (other than Money) or payments or distributions, Debtor will deliver the same promptly to Lender to be held by Lender as herein provided.

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     Subject to any applicable requirements of the P.P.S.A. or other applicable law, all Money collected or received by Lender pursuant to or in exercise of any right it possesses with respect to Collateral shall be applied on account of Indebtedness in such manner as Lender deems best or, at the option of Lender, may be held unappropriated in a collateral account or released to Debtor, all without prejudice to the liability of Debtor or the rights of Lender hereunder, and any surplus shall be accounted for as required by law.

     The happening of any Event of Default (as that term is defined in the Loan Agreement dated January 8, 2008 between Lender and Dynamic Gold Corp. (the " Loan Agreement ")) shall constitute a default hereunder and is herein referred to as a "default".

     In the event of default, Lender, in its sole discretion, may declare all or any part of Indebtedness which is not by its terms payable on demand to be immediately due and payable, without demand or notice of any kind. The provisions of this clause are not intended in any way to affect any rights of Lender with respect to any Indebtedness which may now or hereafter be payable on demand.

      (a)      Upon default, Lender may appoint or reappoint by instrument in writing, any person or persons, whether an officer or officers or an employee or employees of Lender or not, to be a receiver or receivers (hereinafter called a " Receiver ", which term when used herein shall include a receiver and manager) of Collateral (including any interest, income or profits therefrom) and may remove any Receiver so appointed and appoint another in its stead. Any such Receiver shall, so far as concerns responsibility for its acts, be deemed the agent of Debtor and not Lender, and Lender shall not be in any way responsible for any misconduct, negligence or nonfeasance on the part of any such Receiver, its servants, agents or employees. Subject to the provisions of the instrument appointing it, any such Receiver shall have power to take possession of Collateral, to preserve Collateral or its value, to carry on or concur in carrying on all or any part of the business of Debtor and to sell, lease, license or otherwise dispose of or concur in selling, leasing, licensing or otherwise disposing of Collateral. To facilitate the foregoing powers, any such Receiver may, to the exclusion of all others, including Debtor, enter upon, use and occupy all premises owned or occupied by Debtor constituting Collateral or wherein Collateral may be situate, maintain Collateral upon such premises, borrow money on a secured or unsecured basis and use Collateral directly in carrying on Debtor's business or as security for loans or advances to enable the Receiver to carry on Debtor's business or otherwise, as such Receiver shall, in its discretion, determine. Except as may be otherwise directed by Lender, all Money received from time to time by such Receiver in carrying out its appointment shall be received in trust for and paid over to Lender. Every such Receiver may, in the discretion of Lender, be vested with all or any of the rights and powers of Lender.

     (b)      Upon default, Lender may, either directly or through its agents or nominees, exercise any or all of the powers and rights given to a Receiver by virtue of the foregoing sub-clause (a).

     (c)      Lender may take possession of, collect, demand, sue on, enforce, recover and receive Collateral and give valid and binding receipts and discharges therefor and in respect thereof and, upon default, Lender may sell, lease, license or otherwise dispose of Collateral in such manner, at such time or times and place or places, for such consideration and upon such terms and conditions as to Lender may seem reasonable.

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     (d)      In addition to those rights granted herein and in any other agreement now or hereafter in effect between Debtor and Lender and in addition to any other rights Lender may have at law or in equity, Lender shall have, both before and after default, all rights and remedies of a secured party under the P.P.S.A. provided always, that Lender shall not be liable or accountable for any failure to exercise its remedies, take possession of, collect, enforce, realize, sell, lease, license or otherwise dispose of Collateral or to institute any proceedings for such purposes. Furthermore, Lender shall have no obligation to take any steps to preserve rights against prior parties to any Instrument or Chattel Paper or prior encumbrances on any Real Property whether Collateral or proceeds and whether or not in Lender's possession and shall not be liable or accountable for failure to do so.

     (e)      Debtor acknowledges that Lender or any Receiver appointed by it may take possession of Collateral wherever it may be located and by any method permitted by law and Debtor agrees upon request from Lender or any such Receiver to assemble and deliver possession of Collateral at such place or places as directed.

     (f)      Debtor agrees to be liable for and to pay all costs, charges and expenses incurred by Lender or any Receiver or agent appointed by it, whether directly or for services rendered (including solicitors costs on a solicitor and his own client basis and auditors costs and other legal expenses and Receiver and agent remuneration), in operating Debtor's accounts, preparing or enforcing this Security Agreement, inspecting and determining the state of the Collateral, taking and maintaining custody of, preserving, repairing, processing, preparing for disposition and disposing of Collateral and in enforcing or collecting Indebtedness and all such costs, charges and expenses, together with any amounts owing as a result of any borrowing by Lender or any Receiver appointed by it, as permitted hereby, shall be a first charge on the proceeds of realization, collection or disposition of Collateral and shall be secured hereby.

     (g)      Lender will give Debtor such notice, if any, of the date, time and place of any public sale or of the date after which any private disposition of Collateral is to be made as may be required by the P.P.S.A. or other applicable law.

     (h)      Upon default and receiving written demand from Lender, Debtor shall take such further action as may be necessary to evidence and effect an assignment or licensing of Intellectual Property to whomsoever Lender directs, including to Lender. Debtor appoints any officer or director of Lender upon default to be its attorney in accordance with applicable legislation with full power of substitution and to do on Debtor's behalf anything that is required to assign, license or transfer, and to record any assignment, licence or transfer of the Collateral. This power of attorney, which is coupled with an interest, is irrevocable until the release or discharge of the Security Interest.

     (a)      Debtor hereby authorizes Lender to file such financing statements, financing change statements, caveats, mortgages, forms, security notices and other documents and do such acts, matters and things (including completing and adding schedules hereto identifying Collateral or any permitted Encumbrances affecting Collateral or identifying the locations at which Debtor's business is carried on and Collateral and records relating thereto are situate) as Lender may deem appropriate to perfect on an ongoing basis and continue the Security Interest, to protect and preserve Collateral and to realize upon the Security Interest and Debtor hereby irrevocably constitutes and appoints any officer or director of Lender the true and lawful attorney of Debtor, with full power of substitution, to do any of the foregoing in the name of Debtor whenever and wherever it may be deemed necessary or expedient.

     (b)      Without limiting any other right of Lender, whenever Indebtedness is immediately due and payable or Lender has the right to declare Indebtedness to be immediately due and payable (whether or not it has so declared), Lender may, in its sole discretion, set off against Indebtedness any and all amounts then owed to Debtor by Lender in any capacity, whether or not due, and Lender shall be deemed

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to have exercised such right to set off immediately at the time of making its decision to do so even though any charge therefor is made or entered on Lender's records subsequent thereto.

     (c)      Upon Debtor's failure to perform any of its duties hereunder, Lender may, but shall not be obligated to, perform any or all of such duties, and Debtor shall pay to Lender, forthwith upon written demand therefor, an amount equal to the expense incurred by Lender in so doing plus interest thereon from the date such expense is incurred until it is paid at the rate of 15% per annum.

     (d)      Lender may grant extensions of time and other indulgences, take and give up security, accept compositions, compound, compromise, settle, grant releases and discharges and otherwise deal with Debtor, debtors of Debtor, sureties and others and with Collateral and other security as Lender may see fit without prejudice to the liability of Debtor or Lender's right to hold and realize the Security Interest. Furthermore, Lender may demand, collect and sue on Collateral in either Debtor's or Lender's name, at Lender's option, and may endorse Debtor's name on any and all cheques, commercial paper, and any other Instruments pertaining to or constituting Collateral.

     (e)      No delay or omission by Lender in exercising any right or remedy hereunder or with respect to any Indebtedness shall operate as a waiver thereof or of any other right or remedy, and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy. Furthermore, Lender may remedy any default by Debtor hereunder or with respect to any Indebtedness in any reasonable manner without waiving the default remedied and without waiving any other prior or subsequent default by Debtor. All rights and remedies of Lender granted or recognized herein are cumulative and may be exercised at any time and from time to time independently or in combination.

     (f)      Debtor waives protest of any Instrument constituting Collateral at any time held by Lender on which Debtor is in any way liable and, subject to Clause 13 (g) hereof, notice of any other action taken by Lender.

     (g)      This Security Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns. In any action brought by an assignee of this Security Agreement and the Security Interest or any part thereof to enforce any rights hereunder, Debtor shall not assert against the assignee any claim or defence which Debtor now has or hereafter may have against Lender. If more than one Debtor executes this Security Agreement the obligations of such Debtors hereunder shall be joint and several and, unless the context otherwise requires, a reference to "Debtor" herein shall be deemed to be a reference to each of the undersigned.

     (h)      Subject to the Loan Agreement, Lender may provide any financial and other information it has about Debtor, the Security Interest and the Collateral to anyone acquiring or who may acquire an interest in the Security Interest or the Collateral from Lender or anyone acting on behalf of Lender.

     (i)      Save for any schedules which may be added hereto pursuant to the provisions hereof, no modification, variation or amendment of any provision of this Security Agreement shall be made except by a written agreement, executed by the parties hereto and no waiver of any provision hereof shall be effective unless in writing.

     (j)      Subject to the requirements of Clauses 13 (g) and 14 (k) hereof, whenever either party hereto is required or entitled to notify or direct the other or to make a demand or request upon the other, such notice, direction, demand or request shall be in writing and shall be sufficiently given, if given in accordance with the terms and conditions of the Loan Agreement.

     (k)      This Security Agreement and the security afforded hereby is in addition to and not in substitution for any other security now or hereafter held by Lender.

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      (1)      The headings used in this Security Agreement are for convenience only and are not to be considered a part of this Security Agreement and do not in any way limit or amplify the terms and provisions of this Security Agreement.

     (m)      When the context so requires, the singular number shall be read as if the plural were expressed and the provisions hereof shall be read with all grammatical changes necessary dependent upon the person referred to being a male, female, firm or corporation.

     (n)      In the event any provisions of this Security Agreement, as amended from time to time, shall be deemed invalid or void, in whole or in part, by any Court of competent jurisdiction, the remaining terms and provisions of this Security Agreement shall remain in full force and effect.

     (0)      Nothing herein contained shall in any way obligate Lender to grant, continue, renew, extend time for payment of or accept anything which constitutes or would constitute Indebtedness.

     (p)      The Security Interest created hereby is intended to attach when this Security Agreement is signed by Debtor and delivered to Lender.

     (q)      Debtor acknowledges and agrees that in the event it amalgamates with any other company or companies it is the intention of the parties hereto that the term " Debtor " when used herein shall apply to each of the amalgamating companies and to the amalgamated company, such that the Security Interest granted hereby:

(i)      shall extend to " Collateral " (as that term is herein defined) owned by each of the amalgamating companies and the amalgamated company at the time of amalgamation and to any " Collateral " thereafter owned or acquired by the amalgamated company; and

(ii)      shall secure the " Indebtedness " (as that term is herein defined) of each of the amalgamating companies and the amalgamated company to Lender at the time of amalgamation and any "Indebtedness" of the amalgamated company to Lender thereafter arising. The Security Interest shall attach to " Collateral " owned by each company amalgamating with Debtor, and by the amalgamated company, at the time of amalgamation, and shall attach to any " Collateral " thereafter owned or acquired by the amalgamated company when such becomes owned or is acquired.

     (r)      This Security Agreement and the transactions evidenced hereby shall be governed by and construed in accordance with the laws of the Province of Alberta.

     (s)      This Security Agreement is granted pursuant to the terms of the Loan Agreement and in the event of a conflict between the terms hereof and the Loan Agreement, the Loan Agreement shall prevail to the extent necessary to resolve such conflict.

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     (b)      Debtor waives Debtor's right to receive a copy of a financing statement or financing change statement registered by Lender or any verification statement pertaining to a registration by Lender.

      IN WITNESS WHEREOF Debtor has executed this Security Agreement as of the 8th day of January, 2008.

DYNAMIC GRAVEL HOLDINGS LTD.

Per: / s / Tim Coupland

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SCHEDULE "A"

(ENCUMBRANCES AFFECTING COLLATERAL)

None

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SCHEDULE "B"

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SCHEDULE "C"

(DESCRIPTION OF PROPERTY)

All present and after acquired personal property.

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Exhibit 10.6

MATERIAL SUBSIDIARY GUARANTEE

PREAMBLE

AGREEMENT:

For valuable consideration, the receipt and sufficiency of which are hereby conclusively acknowledged by the Guarantor, the Guarantor hereby agrees in favour of the Lender as follows:

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The foregoing provisions apply (and the foregoing waivers will be effective) even if the effect of any action (or failure to take action) by the Lender is to destroy or diminish the Guarantor’s subrogation rights, the Guarantor’s right to proceed against the Borrower for reimbursement, the Guarantor’s right to recover contribution from any other guarantor or any other right or remedy.

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To the Lender:

To the Guarantor:

or to such other address or telecopy number as any party may from time to time notify the other in accordance with this Section 23. Any notice, demand, offer, consent, instrument or other communication made or given by personal delivery or by telecopier or other electronic means of communication during normal business hours at the place of receipt on a Business Day will be conclusively deemed to have been made or given at the time of actual delivery or transmittal, as the case may be, on such Business Day. Any notice, demand, offer, consent, instrument or other communication made or given by personal delivery or by telecopier or other electronic means of communication after normal business hours at the place of receipt or otherwise than on a Business Day will be conclusively deemed to have been made or given at 11:00 a.ill. (Vancouver time) on the first Business Day following actual delivery or transmittal, as the case may be.

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THIS GUARANTEE executed effective the 8th day of January, 2008.

DYNAMIC GRAVEL HOLDINGS LTD.

Per: / s / Tim Coupland
Name: Tim Coupland
Title: President

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Exhibit 10.7

PURCHASE AND SALE AGREEMENT

BETWEEN

DYNAMIC GRAVEL HOLDINGS LTD.

AND

FARSHAD SHIRVANI

Dated as of the 8th day of January, 2008

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PURCHASE AND SALE AGREEMENT

THIS AGREEMENT made as of the 8th day of January, 2008

BETWEEN:

DYMANIC GRAVEL HOLDINGS LTD. , a company existing under the laws of the Province of Alberta and having its head office at 506 – 675 West Hastings Street, Vancouver, British Columbia, V6B 1N2

(the “ Purchaser ”)

AND:

FARSHAD SHIRVANI, businessman and having an office located at 1405 – 675 West Hastings Street, Vancouver, British Columbia, V6B 1N2

(the “ Vendor ”)

W H E R E A S:

THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants, agreements, representations, warranties and indemnities of the parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties agree as follows:

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The Purchaser warrants and represents to the Vendor that it is a body corporate, duly incorporated under the laws of the Province of Alberta with full power and absolute capacity to enter into this Agreement and that the terms of this Agreement have been authorized by all necessary corporate acts and deeds in order to give effect to the terms hereof.

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     The sale and purchase of the interest in the Claims shall occur on the date of this Agreement (the “ Closing Date ”) at the offices of the Purchaser located at 506 - 675 West Hastings Street, Vancouver, British Columbia, or such other place and time acceptable to both parties.

     If the Purchaser is prevented from or delayed in complying with any provisions of this Agreement by reason of strikes, labour disputes, lockouts, labour shortages, power shortages, fires, wars, acts of God, governmental regulations restricting normal operations or any other reason or reasons beyond the control of the Purchaser, the time limited for the performance of the various provisions of this Agreement as set out above shall be extended by a period of time equal in length to the period of such prevention and delay, and the Purchaser, insofar as is possible, shall promptly give written notice to the Vendor of the particulars of the reasons for any prevention or delay under this section, and shall take all reasonable steps to remove the cause of such prevention or delay and shall give written notice to the Vendor as soon as such cause ceases to exist.

     This Agreement constitutes the entire agreement to date between the parties hereto and supersedes every previous agreement, communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise, between the parties with respect to the subject matter of this Agreement.

     Nothing contained in this Agreement shall, except to the extent specifically authorized hereunder, be deemed to constitute either party a partner, agent or legal representative of the other party.

     This Agreement constitutes the legal transfer by the Vendor of title to, and property in, the Claims to the Purchaser on the date hereof. The Vendor shall, from time to time as and when requested by the Purchaser, and at the expense of the Purchaser, do, execute and cause to be made, done and executed all such further documents, assignments and assurances that may be necessary and that may be reasonably required by the Purchaser for more completely and effectively vesting the Claims in the Purchaser and whether for the purpose of registration or otherwise. The parties hereby agree that they will execute all such documents, instruments and agreements and perform such further acts and supply to any federal or provincial taxing authority such information as may be necessary from time to time to carry out the terms and intent of this Agreement.

     Time shall be of the essence of this Agreement.

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     The headings appearing in this Agreement have been inserted for reference and as a matter of convenience only and in no way define, limit or enlarge the scope or meaning of this Agreement or any of its provisions.

     All funds referred to under the terms of this Agreement shall be funds designated in the lawful currency of the United States of America.

     This Agreement shall be considered and construed as a single instrument and the failure to perform any of the terms and conditions in this Agreement shall constitute a violation or breach of the entire instrument or Agreement and shall constitute the basis for cancellation or termination.

     The situs of the Agreement is Vancouver, British Columbia, and for all purposes this Agreement will be governed exclusively by and construed and enforced in accordance with the laws prevailing in the Province of British Columbia.

     This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

COUNTERPARTS

     This Agreement may be executed in several parts, and by facsimile, in the same form and such parts so executed shall together constitute one original Agreement and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement.

      IN WITNESS WHEREOF this Agreement has been executed as of the day and year first above written.

DYNAMIC GRAVEL HOLDINGS LTD.

PER:

/ s / Tim Coupland
Tim Coupland, President

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