mineral lease and OPTION TO PURCHASE

This MINERAL LEASE AND OPTION TO PURCHASE (“Agreement” together with all exhibits hereto) is entered into as of this 23rd day of March, 2015 (the “Effective Date”) by and between BARRICK BULLFROG INC., (“Barrick Bullfrog”) a Delaware corporation, and ROCKY MOUNTAIN MINERALS CORP. , (“Rocky Mountain”) a Nevada corporation and a wholly-owned subsidiary of Bullfrog Gold Corp., a Delaware corporation. Bullfrog Gold Corp. joins this Agreement for purposes of transferring the shares of Bullfrog Gold Corp. as set forth in Sections 6.2 and 6.3. Barrick Gold Corporation, a corporation organized under the laws of the Province of Ontario, Canada, joins this Agreement for purposes of receiving the shares of Bullfrog Gold Corp. as set forth in Sections 6.2 and 6.3. Barrick Bullfrog, Rocky Mountain, Bullfrog Gold Corp., and Barrick Gold Corporation may individually be referred to as a “Party” and collectively as the “Parties.”

RECITALS

A. Barrick Bullfrog is the recorded and beneficial owner of an undivided 100.00% interest in 6 patented mining claims, 20 unpatented mining claims, and 8 mill site claims as described in Exhibit A attached hereto, which together with all ores, minerals, surface and mineral rights, and the right to explore for, mine and remove the same, and all water rights and improvements, easements, licenses, rights-of-way and other interests appurtenant thereto, which collectively with the Data described below, are referred as the “Properties.”

B. Rocky Mountain, who owns or controls the rights to the Rocky Mountain Lands as described in Parts I and II of Exhibit B attached hereto, desires to lease the Properties from Barrick Bullfrog and Barrick Bullfrog desires to lease the Properties to Rocky Mountain on the terms and conditions contained in this Agreement. Standard Gold Corp., a Nevada corporation and wholly-owned subsidiary of Bullfrog Gold Corp., owns or controls the rights to the Standard Gold Lands, which are adjacent to or near the Rocky Mountain Lands and the Properties as described in Parts III and IV of Exhibit B attached hereto.

C. Rocky Mountain desires to obtain from Barrick Bullfrog the option to purchase the Properties from Barrick Bullfrog and Barrick Bullfrog desires to grant the Option to Rocky Mountain, subject to preexisting overriding royalty on a portion of the Properties, a reserved gross proceeds royalty, and Back-in Right, as provided herein.

NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Barrick Bullfrog and Rocky Mountain agree as follows:

1.                   DEFINITIONS

1.1               General Terms. The words “hereby,” “herein,” “hereof,” “hereunder” and words of similar import refer to this Agreement as a whole (including the Exhibits) and not merely to the specific section, paragraph or clause in which such word appears. All references herein to Sections and Exhibits shall be deemed references to Sections and Exhibits to this Agreement. Wherever used in this Agreement (including the Exhibits) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”

1.2               Specific Terms. The following terms, wherever used in this Agreement, shall have the meanings set forth below:

(a)                 “Affiliate” means any individual, partnership, joint venture, limited liability company, corporation or other form of enterprise that directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of the preceding sentence, “control” means possession, directly or indirectly, of the power to direct or cause direction of management and policies through ownership of voting securities, contract, voting trust or otherwise.

(b)                “Area of Interest” means the area depicted on the map included as Exhibit C that consists of lands within one and one-half mile of the Properties in Exhibit A;

(c)                 “Back-in Right” has the meaning given in Section 6.7;

(d)                “Back-in Right Agreement” means the Back-in right Agreement attached as Exhibit D hereto, which shall be executed by Rocky Mountain and Barrick Bullfrog at the Closing;

(e)                 “Closing” means the date to be mutually agreed upon between the parties pursuant to Section 6.2;

(f)                 “Data” means all information and knowledge, in whatever form, paper, electronic or otherwise, generated from the Properties, or provided by Barrick under Section 3.2 below and related to Barrick Bullfrog’s other lands within the Area of Interest, including but not limited to geologic information, drill core, drill logs with survey coordinates and elevations, blast hole maps, mine plans, topographic base maps, geophysical information, geochemical reports, environmental reports, baseline data and approved permits, metallurgical reports, land status maps, title documents, feasibility reports, and any other relevant information useful toward the exploration, development and production on the lands described below. The Data shall be sourced from Barrick Bullfrog’s files;

(g)                “ Memorandum of Agreement ” means the memorandum of agreement summarizing the terms of this Agreement referenced in Section 12.10 and attached to this Agreement as Exhibit I;

(h)                “Minerals” shall mean any products of value derived from the Properties;

(i)                  “Mining Operations” means every kind of work done on or in respect of the Properties or the product derived from the Properties during the Term by, on the behalf of or under the direction of Rocky Mountain including the work of assessment, geophysical, geochemical and geological surveys, studies and mapping, investigating, drilling, designing, examining, equipping, improving, surveying, bulk sampling and processing such samples, shaft-sinking, raising, cross-cutting and drifting, searching for, digging, trucking, sampling, working and procuring minerals, including stone, crushed rock or aggregate, ores and metals, land surveying and bringing any mining claims to lease or patent, the construction and maintenance of necessary access roads, drill site preparation, and all other work usually considered to be prospecting, exploration, development and mining work, provided however that until the Option

is exercised and the Closing occurs, Rocky Mountain may not store waste rock or other waste materials on the Properties; in paying wages and salaries of workers engaged in the work and in supplying food, lodging, transportation and other reasonable needs of the workers including the costs of creating and maintaining a camp on or near the Properties; in paying assessments or premiums for workers’ compensation insurance, contributions for unemployment insurance or other pay allowances or benefits customarily paid in the district to those workers; in paying rentals, license renewal fees, taxes and other governmental charges required to keep the Properties in good standing in accordance with the laws of the County of Nye, State of Nevada, United States, including the costs of claim renewal fees and permits; in purchasing or renting plant, buildings, machinery, tools, appliances, equipment or supplies and in installing, erecting, detaching and removing them; mining, milling, concentrating, rehabilitation, reclamation and environmental protection, including the cost of resolving any environmental problems associated with the work on the Properties including from creating drill sites or access roads that may affect any grounds or waters surrounding the Properties as may be required by any governmental agency or otherwise, and in the management of any work which may be done on the Properties or in any other respect necessary for the due carrying out of the prospecting, exploration and development work;

(j)                  “Notice of Non-Responsibility” means the notice described in Subsection 5.3(c) that is attached to this Agreement as Exhibit E;

(k)                “Operator” means the Party having the right to conduct Mining Operations on the Properties pursuant to Subsection 5.1(i) or Section 6.7;

(l)                  “Option” means the right granted by Barrick Bullfrog to Rocky Mountain pursuant to Section 6.1 to acquire up to a 100.00% undivided right, title, and interest in and to the Properties;

(m)              “Project Work Commitment” has the meaning given in Subsection 5.1(b);

(n)                “Properties” has the meaning given in the first recital of this Agreement, as more particularly listed in Exhibit A and described and depicted on the map included in Exhibit A;

(o)                “Quitclaim Deed” means the quitclaim and royalty deed referenced in Subsection 6.3(b) and attached to this Agreement as Exhibit G;

(p)                “Rocky Mountain Lands” means the lands listed in Part I of Exhibit B and described and depicted on the map included in Part II of Exhibit B;

(q)                “Royalty” means the percentage of gross proceeds referenced in Section 6.4 and determined and calculated as described in Exhibit G attached to this Agreement;

(r)                  “Share Delivery” has the meaning given in Section 6.2;

(s)                 “Standard Gold Lands” means the lands listed in Part III of Exhibit B and described and depicted on the map included in Part IV of Exhibit B;

(t)                  “Term” has the meaning given in Section 4; and

(u)                “Working Right” has the meaning given in Subsection 5.1(a).

1.3               Headings . The headings of this Agreement and the exhibits are solely for convenience of reference and do not affect the interpretation of it or define, limit or construe the contents of any provision of this Agreement.

1.4               Number and Gender. Words importing the singular number shall include the plural and vice versa, words importing the neuter gender shall include the masculine and feminine genders, and words importing persons shall include firms and corporations and vice versa.

1.5               Governing Law. This Agreement and the rights and obligations and relations of the parties shall be governed by and construed in accordance with the laws of the State of Nevada and the federal laws of the United States applicable therein, without regard for any conflict of laws or choice of laws principles that require or permit the application of the law of any other jurisdiction. The parties agree that the courts of the State of Nevada shall have jurisdiction to entertain any action or other legal proceedings based on any provisions of this Agreement. Each party attorns and consents to the jurisdiction of the state and federal courts of the State of Nevada.

1.6               Currency. All references to currency in this Agreement are references to the lawful currency of the United States unless otherwise specifically stated.

2.                   REPRESENTATIONS AND WARRANTIES

2.1               Barrick Bullfrog’s Representations and Warranties . Barrick Bullfrog represents and warrants to Rocky Mountain that:

(a)                 Barrick Bullfrog has been duly incorporated and validly exists as a corporation in good standing under the laws of the State of Delaware;

(b)                Barrick Bullfrog is the registered and beneficial owner and, at the time of transfer to Rocky Mountain of the Properties, it will be the registered and beneficial owners of the Properties free and clear of all liens, charges and claims of others, save and except the Royalty, with the additional exception of an overriding royalty as described in Section 9, and no taxes or rentals are due in respect of any thereof;

(c)                 To the knowledge of Barrick Bullfrog, the patented and unpatented mining and mill site claims that comprise the Properties have been duly and validly located and recorded, and are in good standing in County of Nye, Nevada, and such other applicable regulatory agency having jurisdiction over the Properties, except that Barrick Bullfrog makes no representation or warranty with respect to discoveries on the Properties or the mining claims therein;

(d)                There are no known adverse claims or challenges against or to the ownership of or title of the Properties, nor to the knowledge of Barrick Bullfrog is there any

basis therefore, and there are no outstanding agreements or options to acquire or purchase the Properties or any portion thereof;

(e)                 Barrick Bullfrog has duly obtained all authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under any indenture, agreement or other instrument whatsoever to which Barrick Bullfrog is a party or by which it is bound or to which it may be subject, nor, to the knowledge of Barrick Bullfrog, does it conflict with any applicable law by which Barrick Bullfrog is bound; and

(f)                 There are no proceedings pending for, and Barrick Bullfrog is unaware of any basis for the institution of any proceedings leading to, the dissolution or winding up, or the placing of Barrick Bullfrog in bankruptcy or subject to any other laws governing the affairs of insolvent persons.

2.2               Waiver and Survival. The representations and warranties contained in Section 2.1 are provided for the exclusive benefit of Rocky Mountain, have been relied upon by Rocky Mountain in entering into this Agreement and a breach of any one or more thereof may be waived by Rocky Mountain in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty; and the representations and warranties contained in Section 2.1 will survive Closing hereunder.

2.3               Rocky Mountain’s Representations, Warranties and Covenants . Rocky Mountain represents and warrants to Barrick Bullfrog that:

(a)                 Rocky Mountain has been duly incorporated and validly exists as a corporation in good standing under the laws of the State of Nevada;

(b)                It has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, the Articles or the constating documents of Rocky Mountain or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which Rocky Mountain is a party or by which it is bound or to which it may be subject, nor does it conflict with any applicable law by which Rocky Mountain is bound; and

(c)                 There are no proceedings pending for, and Rocky Mountain is unaware of any basis for the institution of any proceedings leading to, the dissolution or winding up of Rocky Mountain or the placing of Rocky Mountain in bankruptcy or subject to any other laws governing the affairs of insolvent persons.

2.4               Waiver and Survival. The representations and warranties contained in Section 2.3 are provided for the exclusive benefit of Barrick Bullfrog, have been relied upon by Barrick Bullfrog in entering into this Agreement and a breach of any one or more thereof may be waived by Barrick Bullfrog in whole or in part at any time without prejudice to it rights in respect of any

other breach of the same or any other representation or warranty; and the representations and warranties contained in Section 2.3 will survive Closing hereunder.

2.5               Bullfrog Gold Corp.’s Representations, Warranties and Covenants . Bullfrog Gold Corp. represents and warrants to Barrick Bullfrog that:

(a)                 Bullfrog Gold Corp. has been duly incorporated and validly exists as a corporation in good standing under the laws of the State of Delaware;

(b)                It has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, the Articles or the constating documents of Bullfrog Gold Corp. or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which Bullfrog Gold Corp. is a party or by which it is bound or to which it may be subject, nor does it conflict with any applicable law by which Bullfrog Gold Corp. is bound;

(c)                 There are no proceedings pending for, and Bullfrog Gold Corp. is unaware of any basis for the institution of any proceedings leading to, the dissolution or winding up of Bullfrog Gold Corp. or the placing of Bullfrog Gold Corp. in bankruptcy or subject to any other laws governing the affairs of insolvent persons;

(d)                No authorization, approval, consent, patent, permit, or order of any governmental authority, agency, or other person or entity is required for the entering into of this Agreement, or any document, instrument or agreement to be delivered pursuant hereto, by Bullfrog Gold Corp. or Rocky Mountain or completion of the transactions contemplated hereby by Bullfrog Gold Corp. or Rocky Mountain, including, without limitation, for the issuance of the private placement shares of Bullfrog Gold Corp. to Barrick Gold Corporation.

(e)                 The transfer of shares pursuant to Sections 6.2 and 6.3 and Exhibit F has been duly authorized by all necessary corporate action Bullfrog Gold Corp. and Rocky Mountain, and the shares, when transferred in accordance herewith, will be duly and validly issued as fully paid non-assessable shares.

(f)                 The issued and outstanding shares of Bullfrog Gold Corp. are listed and posted for trading on the Over-The-Counter QB market under the symbol BFGC and Bullfrog Gold Corp. is, and will be at the time of the transfer of the shares, in compliance with the rules of this market. Bullfrog Gold Corp. has not received any notice and is not aware of any circumstances that would cause the shares to cease to be listed and posted for trading on the OTC:QB.

(g)                As at the date hereof, the authorized capital of Bullfrog Gold Corp. consists of 200 million common shares of no par value and 50 million preferred shares of which 45,741,045 common shares and 400,000 preferred shares have been issued and are outstanding.

2.6               Waiver and Survival. The representations and warranties contained in Section 2.5 are provided for the exclusive benefit of Barrick Bullfrog, have been relied upon by Barrick

Bullfrog in entering into this Agreement and a breach of any one or more thereof may be waived by Barrick Bullfrog in whole or in part at any time without prejudice to it rights in respect of any other breach of the same or any other representation or warranty; and the representations and warranties contained in Section 2.5 will survive Closing hereunder.

3.                   Lease of PROPERTIES; Access to Data.

3.1               Barrick Bullfrog hereby leases, lets, and demises the Properties to Rocky Mountain, on and subject to the terms, covenants and conditions set forth in this Agreement, together with the exclusive right of possession thereof for purposes of Mining Operations.

3.2               Within 30 days following the execution of this Agreement, if Barrick Bullfrog has not already done so, Barrick Bullfrog will use reasonable efforts deliver to Rocky Mountain Data from the Properties, including making available for inspection and testing at reasonable times and on a reasonable schedule, all core, cuttings, splits, pulps and samples relating to the Properties. In the event additional Data from the Properties becomes available, Barrick Bullfrog agrees to send such Data to Rocky Mountain as soon as practical. In addition, Barrick will consider identifying and delivering additional Data from Barrick Bullfrog’s other lands within the Area of Interest that might pertain or have relevance to the Properties, if any such Data exists, and at such time as Barrick Bullfrog has available resources to devote to such task. The Parties agree that Barrick Bullfrog has the right, exercisable at Barrick Bullfrog’s sole discretion, but not the obligation to provide such additional Data from Barrick Bullfrog’s other lands within the Area of Interest.

3.3               The Data will be made available by Barrick Bullfrog on an “AS IS/WHERE IS” basis and Barrick Bullfrog makes no representation or warranty of any nature concerning the quality, accuracy, reliability or completeness of the Data. Rocky Mountain will use the Data and information at its own risk and Barrick Bullfrog shall not be liable for any errors or omissions contained in the Data. Further, to the extent Rocky Mountain is permitted to disclose the Data to a third party under this Agreement, Rocky Mountain agrees to provide actual notice to such third parties of the terms and limitations imposed by this Subsection and to indemnify Barrick against any third party claims arising from or relating to such disclosure.

3.4               In return for the granting of the Option by Barrick Bullfrog, for the Term of this Agreement Rocky Mountain will perform the following:

(a)                 Perform Project Work Commitments according to the requirements of Subsection 5.1(b);

(b)                Maintain the Properties as provided in Subsections 5.1(j) and 5.1(k);

(c)                 Provide to Barrick Bullfrog on a timely basis, as provided in Section 5.7, all Data generated by or for Rocky Mountain from the exercise of its Working Right or Mining Operations conducted on or for the benefit of the Properties; and

(d)                Pay any royalty payments due on the overriding royalty described in Section 9 as a result of Rocky Mountain’s exercising of its Working Right or its performance of Mining Operations.

4.                   TERM

4.1               The term of this Agreement shall be for a period commencing on the Effective Date and ending at 12 o'clock midnight (Pacific Standard Time) on the fifth anniversary of the Effective Date (“Term”), unless sooner terminated as provided by Section 8 or the Closing.

4.2               The Term of this Agreement may not be extended except upon the written agreement of the Parties.

5.                   WORKING RIGHT AND MINING OPERATIONS

5.1               Activities on the Properties.

(a)                 During the Term, Rocky Mountain shall have the sole and exclusive working right to enter on and conduct the Mining Operations on the Properties as Rocky Mountain in its sole and absolute discretion but in accordance with standard industry practices and guidelines, provided however that until the Option is exercised and the Closing occurs, Rocky Mountain may not store waste rock or other waste materials on the Properties (“Working Right”). Except as limited by the other provisions of this Section 5.1, Rocky Mountain shall have quiet and exclusive possession from the Effective Date and thereafter during the Term, with full power and authority to Rocky Mountain, its servants, agents, workers or contractors, to carry on its Working Right or Mining Operations in searching for minerals in such manner as Rocky Mountain in its discretion may determine, including the right to erect, bring and install on the Properties all buildings, plant, machinery, equipment, tools, appliances or supplies as Rocky Mountain shall deem necessary and proper and the right to remove therefrom reasonable quantities of rocks, ores and minerals and to transport them for the purposes of sampling, metallurgical testing and assaying.

(b)                Rocky Mountain shall expend $1.5 million as minimum work commitments for the benefit of the Properties prior to the 5th anniversary of the Effective Date per the schedule below (“Project Work Commitment”):

As the Property is part of a logical land and mining unit, work performed on any of the Properties will be counted toward Rocky Mountain’s Project Work Commitment. In any given year, if Rocky Mountain incurs Project Work Commitment expenditures in excess of the Project Work Commitment for that year, then up to 20% of the excess expenditures, as measured against the Project Work Commitment for that year, shall be credited toward the minimum Project Work Commitment expenditures for the following years. In any given year, if Rocky Mountain incurs expenditures below the required Project Work Commitment for that year, then up to 20% of the expenditure shortfall, as measured against the Project Work Commitment for that year, may be

carried forward by Rocky Mountain and added to the minimum Project Work Commitment expenditures for the following year. In such case, Rocky Mountain shall make cash payments to Barrick Bullfrog equal to the remaining expenditure shortfall for the year. Further, if Rocky Mountain incurs expenditures below the required Project Work Commitment for a given year but elects not to carry forward any shortfall to the subsequent year, then Rocky Mountain shall make cash payments to Barrick Bullfrog equal to the expenditure shortfall for the year; provided however, that if Rocky Mountain elects not to carry forward any shortfall such payment shall not be due if Rocky Mountain terminates this Agreement before the end of the year of with the expenditure shortfall. The Project Work Commitment shall include all the expenditures defined under Mining Operations herein plus a 5% management fee of the total expenditures; but excluding any corporate expenses of Rocky Mountain.

(c)                 In exercising the Working Right and conducting Mining Operations, Rocky Mountain shall be responsible for all oversight of the Properties and activities undertaken by Rocky Mountain or its servants, agents, workers or contractors, including engineering, environmental, and social oversight and monitoring. Rocky Mountain shall exercise the Working Right and all Mining Operations relating to the Properties, including reclamation, or cause the same to be performed, and shall safeguard and maintain the Properties in compliance with all applicable laws, statutes, ordinances and regulations and in a manner consistent with generally accepted standards and practices of the mining industry. Before exercising its Working Right or commencing Mining Operations in a manner that will cause ground disturbance on the Properties, Rocky Mountain shall ensure that (i) a cultural resources survey and inventory on the affected lands has been performed within the last five years, and (ii) Rocky Mountain has submitted to Barrick Bullfrog for approval a social and stakeholder engagement plan. If no such cultural survey or inventory has been performed within the last five years, Rocky Mountain shall cause such a cultural resources survey and inventory to be undertaken for the Properties, or the portions affected by ground disturbance, before any ground disturbance shall occur. The social and stakeholder engagement plan shall include provisions for engaging local and regional stakeholders, including governmental and non-governmental entities, regarding the intended work to be done on the Properties. The social and stakeholder engagement plan shall also address the procedures by which Rocky Mountain will process, evaluate, and respond to information and other requests from stakeholders. Rocky Mountain’s social and stakeholder engagement plan shall include a commitment to keep Barrick Bullfrog timely informed of all information or other requests from stakeholders and consult with Barrick Bullfrog on responses to any such requests prior to those responses being issued. Items (i) and (ii) of this Section 5.1(c) shall not apply to the Rocky Mountain Lands, the Standard Gold Lands, or on Bullfrog Gold Inc.’s other lands in the Bullfrog Mining District.

(d)                Rocky Mountain shall solely furnish and bear the expense of all Mining Operations and activities taken pursuant to the Working Right on or associated with the Properties and all associated permitting and bonding required in connection with the exercise of its Working Right or its Mining Operations. Rocky Mountain shall strictly comply with all permits and bond requirements, including those issued by state and local governmental authorities, affecting the Properties. Rocky Mountain agrees that during the Term it will not exercise its Working Right or conduct Mining Operations without first obtaining all necessary permits, bonds, and approvals. Rocky Mountain further agrees to consult with Barrick Bullfrog, and submit any permit applications or other applications for governmental approvals to Barrick

Bullfrog for review and approval, prior to Rocky Mountain submitting such applications to the appropriate permitting authority or otherwise binding Rocky Mountain to a permitting position or commitment affecting the Properties. Barrick Bullfrog shall have no obligation to contribute funding for Mining Operations or to provide or maintain any reclamation or other bond in the State of Nevada or other permitting or governmental authority for purposes of this Agreement.

(e)                 Rocky Mountain shall have the right to commingle ores from the Properties with other ores, provided Rocky Mountain follows generally accepted industry standards for determining royalties due Barrick Bullfrog. Rocky Mountain shall have the right to deposit and stockpile ore and waste from the subject Properties on other properties. Likewise, Rocky Mountain shall also have the right to deposit and stockpile ore from other properties on the Properties subject to Rocky Mountain’s obligation to complete reclamation and closure procedures as approved by governing authorities.

(f)                 As Rocky Mountain intends to explore, develop, and potentially produce Minerals from, the area covering the Properties and its adjacent land as a logical land unit, Barrick Bullfrog hereby grants and conveys any and all rights Barrick Bullfrog may have on the Properties for Rocky Mountain to conduct such activities in a unitized manner, subject to the terms of this Agreement and any required permits and governmental approvals. Rocky Mountain agrees that it will coordinate the exercise and use of its Working Right, including any Mining Operations, so as to not interfere with Barrick Bullfrog’s closure and other environmental obligations on the Properties, including (i) the necessity to access water wells and other sites within the SE1/4 of Section 9 T12S R46E, the SW1/4 of Section 10 T12S R46E, the NW1/4 of Section 16 T12S R46E, and the N1/2 of Section 15 T12S R46E, (ii) the removal of borrow material from Section 15 T12S, R46E for reclamation purposes, and (iii) the backfilling of the open pit in the N1/2 of Section 15 T12S R46E. The parties hereby agree that Rocky Mountain shall not destroy or prevent access to these areas or for these purposes without sixty-days written notice to Barrick Bullfrog and without developing and constructing alternative equivalent access in consultation with Barrick Bullfrog.

(g)                During the Term, Barrick Bullfrog shall have the right to appropriate and use, consistent with applicable laws of Nevada, any surface and/or underground water or water rights now existing or subsequently discovered or developed on or appurtenant to the Properties for purposes of facilitating its closure or reclamation obligations on the Properties or adjacent or nearby lands. Upon Barrick Bullfrog having the opportunity in the first instance to appropriate and use water for such closure or reclamation obligations, but declining to appropriate waters for such uses, upon sixty-days written notice to Barrick Bullfrog Rocky Mountain shall have the right to appropriate and use, consistent with applicable laws of Nevada, any surface and/or underground water or water rights now existing or subsequently discovered or developed on or appurtenant to the Properties for purposes of exercising its Working Right or for Mining Operations.

(h)                During the Term and subject to the Project Work Commitment set forth herein, Rocky Mountain shall be under no obligation to develop, mine or produce products, ores, or Minerals from the Properties or adjacent lands, and Rocky Mountain shall have exclusive control of its Working Right and the Mining Operations.

(i)                  Rocky Mountain shall be the Operator of the work to be carried out on the Properties and shall be free to contract out and conduct such parts of the work as it should choose in its sole and absolute discretion but in accordance with standard industry practices and guidelines.

(j)                  During the Term, Rocky Mountain shall pay all of the applicable property taxes and fees necessary to keep the Properties in good standing and file such assessment material as may be required under the laws of the County of Nye, the State of Nevada and the United States, including the obligation to pay, beginning on July 1, 2015, and for the remainder of the Term, (i) the Bureau of Land Management, on or before August 15 of each year, the annual claim maintenance fees due the United States of America necessary to maintain the claims in good standing for the coming year; and (ii) all required fees and file for record in the office of the Nye County Recorder proof of such payment accompanied by a notice of intent to hold in a form prescribed by the laws of the United States and the State of Nevada. Notwithstanding the forgoing and in acknowledgement that record title of the Properties shall remain in the name of Barrick Bullfrog until such time as exercise of the Option, Barrick Bullfrog shall cooperate with and assist Rocky Mountain with the preparation of documentation required for the payment of such taxes and fees, and assessment filings. In the event that Barrick Bullfrog fails to cooperate with and assist Rocky Mountain with the preparation of documentation required for the payment of such taxes and fees, and assessment filings, Barrick Bullfrog hereby grants Rocky Mountain the full power of attorney to make all such payments and take all actions necessary or prudent, in Rocky Mountain’s sole and absolute discretion, to preserve the Properties.

(k)                If required by law to maintain the mining claims of the Properties in good standing, Rocky Mountain will perform or cause to be performed, at its expense, all assessment work during each assessment year ending on or after September 1, 2015, and will pay all required fees and file for record in the office of the Nye County Recorder and the Nevada State Office of the Bureau of Land Management notices of intent to hold or affidavits of the performance of assessment work in a form prescribed by the laws of the United States and the State of Nevada. If this Agreement expires or is terminated within 60 days prior to the end of any assessment year, Rocky Mountain shall remain responsible for such assessment work and the filing and recording of such notices or affidavits. All assessment work will be of such nature, and will be performed in such manner and at such locations as will be sufficient to maintain the claims under the laws of the United States and the State of Nevada.

(l)                  Rocky Mountain shall have the right any time after the first anniversary to abandon or not pay the upcoming annual maintenance and recordation fees on any or all of the unpatented mining claims and mill site claims described in Exhibit A; provided Barrick Bullfrog shall be given notice of such abandonments prior to July 1 of each year and the right to maintain for its own account any such claims proposed for abandonment by Rocky Mountain.

5.2               Amendment and Relocation of Claims; Patent.

(a)                 For the purpose of adjusting and changing the boundaries of the mining claims of the Properties in order to comply with applicable law, after providing no less than 30 days’ notice to Barrick Bullfrog and consulting with Barrick Bullfrog, Rocky Mountain shall

have the right at any time and from time to time to amend the location of or to abandon and relocate one or more of the claims provided that Rocky Mountain shall not have the right to materially reduce or eliminate any of the lands contained within the claims as of the Effective Date.

(b)                If federal laws provide a new tenure system for federally owned minerals or lands in which mineral resources may exist, and if such law gives the owners of federal mining claims an option to acquire rights under the new system in exchange for or in modification of existing rights, Rocky Mountain will have the authority to exercise such option with respect to the unpatented mining claims of the Properties; provided that Rocky Mountain first gives Barrick Bullfrog no less than 30 days’ notice of Rocky Mountain’s intention to do so and Barrick Bullfrog fails to object to the exercise of such option within 30 days after receiving such notice; provided that if an election provided by federal law does not allow a 60 day period for such notice and objection, the parties will work expeditiously to provide notice and make an objection within the time permitted by law. If Barrick Bullfrog objects to the exercise of such option, such option shall not be exercised without Barrick Bullfrog' consent, which consent shall not be unreasonably withheld, conditioned, or delayed. If Rocky Mountain exercises such option, Rocky Mountain shall pay all minimum or advance royalties, rentals, bonus payments, filing fees and other costs and fees required by such substituted or modified tenure system and the newly tenured lands will become a part of the Properties.

(c)                 Upon 30 days’ notice of its intention to do so, Rocky Mountain may, in its sole and exclusive discretion and at its sole expense, apply for and prosecute one or more applications for patent of any or all of the unpatented mining claims of the Properties. Barrick Bullfrog will cooperate with Rocky Mountain to obtain any such patent of the claims.

5.3               Liens and Encumbrances.

(a)                 During the Term, Rocky Mountain will not by action or inaction cause or permit any mechanic’s, materialmen’s or other similar lien or encumbrance to be placed upon or against the Properties or any part thereof, other than liens for taxes not yet due and delinquent or liens or encumbrances being contested as hereinafter provided, except that if Rocky Mountain, in good faith, shall dispute the validity or amount of any lien, claim or other liability asserted against the Properties or any part thereof for work performed on the Properties during the Term, it shall not be required to pay the same until the amount and validity thereof have been finally determined. Notwithstanding the foregoing, in the event that any mechanic’s, materialmen’s, or other similar lien or encumbrance is placed upon or against the Properties or any portion thereof, Rocky Mountain shall immediately provide a letter of credit or surety payable to Barrick Bullfrog for the full amount of the lien. Barrick Bullfrog may access the letter of credit or surety for payment of the lien, at Barrick Bullfrog’s sole discretion, if the lienholder brings an action against Barrick Bullfrog or otherwise attempts to secure payment of the lien amount from Barrick Bullfrog.

(b)                Rocky Mountain will at all times comply with the requirements of Nevada Revised Statutes §§ 108.221, et seq. and, in particular, Nevada Revised Statutes §§ 108.234, 108.2403, and 108.2407.

(c)                 Concurrently with the execution of this Agreement, the parties agree to execute a notice in the form attached as Exhibit E with respect to the Properties (the “Notice of Non-Responsibility”). Rocky Mountain agrees that execution of this Agreement and the Notice of Non-Responsibility shall constitute service of the Notice of Non-Responsibility under Nevada Revised Statutes § 108.234. Barrick Bullfrog may immediately record the Notice of Non-Responsibility in the records of the Nye County Recorder. At the time Rocky Mountain enters into any contract with any third party contractor for work on or construction of improvements on the Properties, and at the time any such third party enters into any similar contract with a subcontractor or other supplier of services or materials, Rocky Mountain will (i) deliver a copy of the Notice of Non-Responsibility to such third party contractor, subcontractor or supplier and will promptly provide to Barrick Bullfrog evidence of same; (ii) require that the Notice of Non-Responsibility be an exhibit attached to any written contract executed by Rocky Mountain with any third party regarding the Properties; (iii) require such third party contractor, subcontractor or supplier to conspicuously post the Notice of Non-Responsibility on the Properties within 3 days of receipt; and (iv) immediately provide a copy of the Notice of Non-Responsibility upon each lienholder of which such third party contractor, subcontractor or supplier becomes aware.

5.4               Insurance. Rocky Mountain shall obtain and keep in force during the Term the following policies of insurance:

(a)                 Workers compensation insurance in the benefit amounts and occupational disease and disability coverage required by the laws and regulations of the State of Nevada;

(b)                Comprehensive automobile liability insurance covering all owned and non-owned automobiles or trucks used by or on behalf of Rocky Mountain in connection with its operations on or for the benefit of the Premises with bodily injury limits not less than consistent with generally accepted standards and practices of the mining industry.

(c)                 Comprehensive general liability insurance, including operations and protective liability coverage, including the obligations assumed under Section 4.6, with bodily injury limits of not less than consistent with generally accepted standards and practices of the mining industry.

Barrick Bullfrog shall be named as an additional insured under the policies of insurance required by this Section and, before Rocky Mountain undertakes any activities on the Properties or pursuant to this Agreement, Rocky Mountain shall deliver to Barrick Bullfrog a certificate of such insurance that evidences the naming of Barrick Bullfrog as an additional insured and that entitles Barrick Bullfrog to receive not less than 10 days’ notice prior to the cancellation thereof.

5.5               Indemnity.

(a)                 Rocky Mountain shall indemnify and save Barrick Bullfrog harmless from and against all losses, liabilities, claims, demands, damages, expenses, suits, injury or death in any way referable to Rocky Mountain’s exercise of the Working Right or Mining Operations conducted on or for the benefit of the Properties, or that results in whole or in part from any act or omission of Rocky Mountain, its agents, employees, contractors or subcontractors, including without limitation reclamation costs, environmental cleanup costs, remedial action, compliance

costs, fines and penalties arising from or relating to activities conducted by or for Rocky Mountain.

(b)                Barrick Bullfrog shall not be indemnified for any loss, liability, claim, demand, damage, expense, injury or death resulting from the negligence or willful misconduct of Barrick Bullfrog, or its employees, agents or contractors.

(c)                 Barrick Bullfrog shall indemnify, defend and hold harmless Rocky Mountain for, from and against any and all loss, cost, expense, damage, liability or claim arising from or relating to activities conducted by Barrick Bullfrog prior to the Effective Date including without limitation reclamation costs, environmental cleanup costs, remedial action, compliance costs, fines and penalties; provided that Barrick Bullfrog shall have no duty to indemnify Rocky Mountain with respect to any such condition to the extent that it is modified or adversely affected by activities conducted by or for Rocky Mountain.

5.6               Taxes.

(a)                 During the Term, Rocky Mountain will pay when due and before delinquent any license, real estate or property taxes, sales and other taxes incurred on account of Rocky Mountain’s operations under this Agreement, and will pay any ad valorem or other State of Nevada taxes imposed upon the Properties or improvements, machinery, equipment, tools and supplies constructed, installed or placed by Rocky Mountain on the Properties; provided, that Rocky Mountain shall not be required to pay any property taxes levied or assessed on the Properties for any tax year commencing prior to January 1, 2014.

(b)                Unpaid taxes assessed on the Properties for the tax years in which this Agreement begins and ends shall be apportioned among the parties as of the date of such beginning and ending. Each party shall deliver to the other all tax notices received by such party that pertain to taxes payable by the other party. Barrick Bullfrog or Rocky Mountain, as the case may be, may contest in good faith the amount and validity of any such taxes to the extent and in the manner permitted by law.

5.7               Provision of Data and Access to the Properties.

(a)                 Once per quarter during the Term, and prior to the exercise of the Option by Rocky Mountain, Rocky Mountain shall supply to Barrick Bullfrog at the latter’s expense all Data generated by or for Rocky Mountain from the exercise of its Working Right or Mining Operations conducted on or for the benefit of the Properties.

(b)                Subject to the provisions of Section 5.1, Rocky Mountain will permit the directors, officers, employees and designated consultants of Barrick Bullfrog, at their own risk, access to the Property at all reasonable times, provided that Barrick Bullfrog agrees to indemnify Rocky Mountain against, and to save it harmless from, all costs, claims, liabilities and expenses that Rocky Mountain may incur or suffer as a result of any injury (including injury causing death) to any director, officer, employee or designated consultant of Barrick Bullfrog while on the Property.

5.8               Reports and Meetings. During the Term, Rocky Mountain will deliver to Barrick Bullfrog within three (3) months after the anniversary of each calendar year a full and detailed report (including up-to-date maps if there are any) describing the results of work done on the Properties in the last completed calendar year, including results of Rocky Mountain’s exercise of its Working right and Mining Operations. Rocky Mountain will meet informally or conduct telephonic conferences from time to time with Barrick Bullfrog at Barrick Bullfrog’s request with respect to operations on the Properties.

6.                   ACQUISITION AND EXERCISE OF THE OPTION

6.1               Grant of Option. Barrick Bullfrog hereby grants to Rocky Mountain the sole and immediate Working Right and Option with respect to the Properties, for the Term, to earn a 100.00% interest in and to the Properties (the “Option”) free and clear of all charges encumbrances and claims, save and except for the Royalty set forth in Section 6.4, the Back-in Right set forth in Section 6.7, and the overriding royalty set forth in Section 9.

6.2               Notice of Exercise of the Option; Closing. In order for Rocky Mountain to exercise the Option, Rocky Mountain must provide thirty-days advance notice to Barrick Bullfrog that Rocky Mountain intends to exercise the Option at the Closing. At the Closing, Bullfrog Gold Corp. must transfer to Barrick Gold Corporation 3,230,000 shares of the common stock of Bullfrog Gold Corp. (“Share Delivery”) under the terms of the Securities Agreement attached as Exhibit F hereto (“Securities Agreement”). The Closing shall occur at a mutually agreeable time and place, with the Parties performing and acting reasonably as to setting the time and place. The shares of Bullfrog Gold Corp. will be fully registered and non-assessable.

6.3               Share Delivery.

(a)                 The timely receipt by Barrick Gold Corporation at the Closing of the Share Delivery is an express condition precedent to the exercise of the Option and the continued effectiveness of this Agreement. Upon failure by Rocky Mountain or Bullfrog Gold Corp. to timely make the Share Delivery, subject to the right to cure as provided in Section 8.4, Barrick Bullfrog shall have the right to terminate this Agreement as provided in Section 8.4.

(b)                Upon Rocky Mountain making the Share Delivery to Barrick Gold Corporation and fulfilling the commitments and covenants of this Agreement, Rocky Mountain shall have exercised the Option and shall have earned a 100.00% interest in and to the Properties free and clear of all charges encumbrances and claims, save and except for the Royalty set forth in Section 6.4, the Back-in Right set forth in Section 6.7, and the overriding royalty set forth in Section 9. Upon exercise of the Option, Barrick Bullfrog shall deliver to Rocky Mountain, or such designee as Rocky Mountain may designate, within thirty (30) days an executed and recorded version of the Quitclaim Deed and Reservation of Royalty Interest in substantially the same form as set forth in Exhibit G (“Quitclaim Deed”). Barrick Bullfrog shall further execute and deliver to Rocky Mountain all other documents reasonably necessary to effect the transfer and registration of an undivided 100.00% unencumbered interest in and to the Properties into the name of Rocky Mountain.

6.4               Royalty. Upon Barrick Bullfrog’s delivery of the Recorded Quitclaim to Rocky Mountain, Rocky Mountain shall pay to Barrick Bullfrog a gross proceeds Royalty as set forth in the Recorded Quitclaim Deed and as shown below for production from the Properties in Exhibit A. Royalty shall be 2% of the gross proceeds from the sale of any ores, products, Minerals, precipitates, concentrates, or metals produced and sold from the Properties. There shall be no deduction to the gross royalty for any operating or capital costs, including but not limited to any mining, processing, freight, smelting, refining, transportation, penalties or product insurance.

6.5               Option to Purchase Properties Only. This Agreement is a lease and option to purchase only. Rocky Mountain shall not earn any interest in the Properties until it has met all the requirements for and exercised the Option.

6.6               Area of Interest. Except as permitted under Section 12.1 to perfect, defend or cure title, Barrick Bullfrog agrees not to acquire any new land within the Area of Interest. If Barrick Bullfrog does acquire such new land within the Area of Interest, Barrick Bullfrog shall immediately offer to grant or quitclaim any such new land to Rocky Mountain free and clear. Each of the Parties may be engaged on its own behalf and on behalf of persons other than the Parties in the general mining business outside of the Area of Interest whether or not such activities are in competition with the other Party and whether or not such activities use information developed pursuant to this Agreement that is Confidential Information, and each of the Parties hereby consents to such involvement and such use of Confidential Information by the other without consulting the other Party or inviting or allowing the other Party to participate. The legal doctrine of “corporate opportunity” sometimes applied to persons occupying a fiduciary status shall not apply in the case of any endeavor of either Party other than the endeavors within the boundaries of the Area of Interest.

6.7               Back-In Right.

(a)                 Barrick Bullfrog has reserved unto itself from the grant of rights to Rocky Mountain hereunder the right to acquire a 51.00% undivided interest in the Properties (“Back-In Right”) upon payment of the consideration and subject to the terms and conditions as described in the Back-in Right Agreement attached as Exhibit D hereto (the “Back-in Right Agreement”). On the date of the Closing, Barrick Bullfrog and Rocky Mountain will execute the Back-in Right Agreement.

(b)                The Back-in Right will run with the land and form part of the Property, and shall apply to the Property held by Rocky Mountain, its successors or assignees.

(c)                 Following the exercise of the Back-in Right, Rocky Mountain will execute and deliver to Barrick Bullfrog all documents reasonably necessary to effect the transfer and registration of an undivided 51.00% unencumbered interest in and to the Properties into the name of Barrick Bullfrog, which shall then be the Operator, in accordance with the terms and requirements of the Back-In Agreement.

7.                   COVENANTS OF ROCKY MOUNTAIN AND BARRICK BULLFROG

7.1               Covenants of Rocky Mountain. Rocky Mountain covenants and agrees with Barrick Bullfrog that so long as Rocky Mountain is the Operator of the work carried out on the Properties:

(a)                 It will maintain the Properties in good standing and will pay all rentals, rates, duties, royalties, assessments, fees, taxes or other government charges levied with respect to the Properties or Rocky Mountain’s operations thereon which shall fall due during the Term. Notwithstanding the forgoing, and in acknowledgement that record title of the Properties shall remain in the name of Barrick Bullfrog until such time as exercise of the Option, Barrick Bullfrog shall cooperate with and assist Rocky Mountain with the preparation of documentation required for the payment of such rentals, rates, duties, royalties, assessments, fees, taxes or other government charges levied with respect to the Properties or Rocky Mountain’s operation thereon which shall fall due during the Term. In the event that Barrick Bullfrog fails to cooperate with and assist Rocky Mountain with the preparation of documentation required for the payment of such rentals, rates, duties, royalties, assessments, fees, taxes or other government charges levied with respect to the Properties or Rocky Mountain’s operation thereon which shall fall due during the Term, Rocky Mountain may make all such payments and take all actions necessary or prudent, in Rocky Mountain’s sole and absolute discretion, to preserve the Properties;

(b)                It will carry out its operations on the Properties in a careful and miner-like manner in accordance with standard industry practices and in accordance and compliance with applicable laws and regulations of the United States and the State of Nevada;

(c)                 It will properly pay all accounts of every nature and kind for wages, supplies, Workers’ Compensation Assessments, or the equivalent under Nevada law or federal law, income tax deductions, and all other accounts and indebtedness incurred by it so that no claim or lien arises thereon or upon the ore or minerals contained therein and it will indemnify Barrick Bullfrog and save them harmless from any and all loss, costs, actions, suits, damages or claims which may be made against Barrick Bullfrog in respect of the operations on the Properties, provided however, that Rocky Mountain shall have the right to contest the validity of any such lien or claim of lien;

(d)                Upon termination of this Agreement, it will leave the Properties in a safe condition in accordance with the applicable regulatory requirements;

(e)                 It will at all times maintain and keep true and correct records of all production and the disposition thereof and of all costs and expenditures incurred as well as all other data necessary or proper for the settlement of accounts between the parties hereto in connection with their rights and obligations under this Agreement;

(f)                 It will obtain all necessary environmental permits prior to commencing operations on the Properties and it will be responsible for any environmental assessments made by the governmental bodies as a result of operations on the Properties;

(g)                It will indemnify and save harmless Barrick Bullfrog from any and all liability arising in relation to the Properties including, but not limited to, any liability from

environmental damage during the Term, unless such liability was caused by the fault of Barrick Bullfrog, or either of them, or their directors, officers, employees, agents or consultants; and

(h)                It will pay any royalty payments due on the overriding royalty described in, and required by, Section 9.

7.2               Covenants of Barrick Bullfrog. Barrick Bullfrog covenants and agrees with Rocky Mountain that during the Term:

(a)                 Should Barrick Bullfrog receive any notice, assessment, permit or any other documentation from the applicable regulatory authorities relating to the Properties or the Operations of Rocky Mountain thereon, Barrick Bullfrog will promptly forward a true copy of the same to Rocky Mountain.

(b)                Barrick Bullfrog will use reasonable efforts to deliver all Data to Rocky Mountain within 30 days from the Effective Date. In the event additional Data becomes available, Barrick Bullfrog agrees to send such Data to Rocky Mountain as soon as practical.

8.2               Notice of Termination. This Agreement shall terminate upon Rocky Mountain giving thirty (30) days written notice to Barrick Bullfrog of termination. Within 90 days of such termination, Rocky Mountain shall deliver to Barrick Bullfrog, at no cost to Barrick Bullfrog, copies of all Data, including reports, maps, assay results and other relevant technical data compiled by or in the possession of Rocky Mountain with respect to the Properties.

8.3               Equipment. In the event that Rocky Mountain abandons the Working Right and Option granted to it under Sections 5.1 or 6.1 or terminates the Option pursuant to Section 8.2, all buildings, plant, equipment, machinery, tools, appliances and supplies which Rocky Mountain may have brought on the Properties, either before or during the period of the Working Right and Option, may be removed by Rocky Mountain at any time not later than six months after the abandonment of the Working Right and Option. Any buildings, plant, equipment, machinery, tools, appliances and supplies left on the Properties during the six-month period shall be at Rocky Mountain’s sole risk and, if not removed during the six-month period, shall become the property of Barrick Bullfrog thereafter.

8.4               Termination for Default. If a Party fails to keep or perform any covenant or condition of this Agreement to be kept or performed by that Party, the other Party may give written notice to first Party specifying such default. If Rocky Mountain does not, within 15 days after it has received notice of default with respect to the Share Delivery, or any Party within 30 days after it has received notice of any other default, cure the default, the Party issuing the notice of default may terminate this Agreement by delivering to the other Party written notice of such termination and exercising any other rights and remedies permitted by law or equity.

8.5               Continuing Liability. After full or partial termination of this Agreement pursuant to Section 6.2, 8.2, or 8.4, neither party shall have any rights or obligations under this Agreement with respect to the Properties as to which this Agreement is so terminated, except such rights and obligations as are expressly made to survive such termination or that necessarily must survive such termination in order to permit the enforcement of any right, liability or obligation that shall have arisen prior to the date of such termination, it being understood that Rocky Mountain shall pay all claim maintenance fees and record proof of all such payments that become finally due and delinquent 60 days or less after such termination and shall perform all assessment or other annual work and make all related filings and recordings required to be performed or made to maintain the Premises in good standing for any assessment year or lease year ending 90 days or less after such termination.

8.6               Reclamation. Within the time required under applicable laws and regulations, following the expiration or termination of this Agreement other than as a result of exercise of the Option and Closing pursuant to Section 6.2, Rocky Mountain shall cause the Properties to be in compliance with all applicable laws, ordinances, and regulations, and shall perform all reclamation and restoration, including the closure and sealing of all adits, mine openings, shafts and drill holes constructed by Rocky Mountain, required by law unless Barrick Bullfrog notifies Rocky Mountain that it desires to defer reclamation and restoration of any portion of the Properties and that it will assume responsibility for such reclamation and restoration and will indemnify Rocky Mountain with respect to such reclamation and restoration. Rocky Mountain shall have reasonable access to the Properties in order to comply with its obligations under this Subsection 8.6. This provision will survive termination or expiration of this Agreement and continue until given release by the pertinent governing agency.

8.7               Surrender. Upon the expiration or complete termination of this Agreement other than as the result of exercise of the Option and Closing pursuant to Section 6.2, Rocky Mountain shall surrender to Barrick Bullfrog possession of the Properties and shall execute and deliver to Barrick Bullfrog within 15 days such special warranty deed and relinquishment as may be reasonably necessary to evidence the termination of this Agreement and the conveyance by Rocky Mountain to Barrick Bullfrog of all of Rocky Mountain’s interest in the Properties or such part thereof as is requested by Barrick Bullfrog, free and clear of all liens, encumbrances, claims, liabilities and royalties created by, through or under Rocky Mountain. If at the time of such surrender any liens, encumbrances, claims or liabilities exist that are being contested by Rocky Mountain as provided in Subsection 5.3(a), such liens, encumbrances, claims or liabilities shall remain the obligation of Rocky Mountain and shall be removed or satisfied by Rocky Mountain as promptly as possible. The cost of recording such deed and relinquishment shall be borne by Rocky Mountain.

9.                   OVERRIDING ROYALTIES

9.1               Overriding Royalty Payments by Rocky Mountain on the Ace No. 1, Golden Age #16, and Golden Age #17 Unpatented Mining Claims. Should Rocky Mountain (i) commence Mining Operations or exercise its Working Right on the Ace No. 1, Golden Age #16, or Golden Age #17 unpatented mining claims, which are part of the Properties, or (ii) exercise the Option and thereafter commence Mining Operations or exercise its Working Right on those claims, Rocky Mountain will be responsible for paying a 5% overriding net returns royalty to

H.B Layne Contractor, Inc. on behalf of Barrick Bullfrog as calculated according to Section 3.c of the February 5, 1987 Lease Agreement by and between H.B. Layne Contractor, Inc., which is attached hereto as Exhibit J, and as required by Section 3.3 of the July 20, 2001 Purchase and Sale Agreement by and between H.B. Layne Contractor, Inc. and Barrick Bullfrog Inc., which is attached hereto as Exhibit K.

9.2               Overriding Royalty Payments by Rocky Mountain on the Sunset No. 1 and Sunset No. 2 Patented Mining Claims. Should Rocky Mountain (i) commence Mining Operations or exercise its Working Right on the Sunset No. 1 or Sunset No. 2 patented mining claims, which are part of the Properties, or (ii) exercise the Option and thereafter commence Mining Operations or exercise its Working Right on those claims, Rocky Mountain will be responsible for paying a 5% overriding gross proceeds royalty to the Elizabeth Adoor Living Trust Dated August 10, 1993 on behalf of Barrick Bullfrog as required in the July 15, 2003 Corporation Grant, Bargain, Sale Deed from Parador Mining Co., Inc. to Barrick Bullfrog Inc., which is attached hereto as Exhibit L.

10.               CONFIDENTIAL INFORMATION

10.1           Treatment of Information. No Data furnished by Rocky Mountain to Barrick Bullfrog, or furnished by Barrick Bullfrog to Rocky Mountain, in respect of the activities carried out on the Properties by Rocky Mountain, or related to or derived from the Properties, will be published by Barrick Bullfrog or Rocky Mountain without the written consent of the other Party, but such consent in respect of the reporting of factual data will not be unreasonably withheld, and will not be withheld in respect of information required to be publicly disclosed pursuant to applicable securities or corporation laws.

11.               ARBITRATION

11.1           Matters for Referral to Arbitration. All questions or matters in dispute with respect to the accounting of moneys expended by Rocky Mountain as Project Work Commitments, or with respect to the calculation of or amounts taken into account in the determination of the proceeds of the sale of Minerals or other products from the Properties will be submitted to arbitration pursuant to the terms of Exhibit H attached hereto.

12.               GENERAL

12.1           Title. Barrick Bullfrog may, but shall not be required to, at Barrick Bullfrog’s sole cost and risk, take such action as Barrick Bullfrog deems necessary or appropriate to acquire any interest in the Properties not owned by Barrick Bullfrog or to defend Barrick Bullfrog’s title to the Claims or to cure defects in such title. Rocky Mountain will cooperate with Barrick Bullfrog in Barrick Bullfrog’s efforts to acquire any interest not owned by Barrick Bullfrog or to defend such title or to cure such defects. In the event that Rocky Mountain believes that certain actions may be advisable to cure any alleged defects in Barrick Bullfrog’s title but Barrick Bullfrog declines in writing to take actions to cure the specified alleged defects, Rocky Mountain may, but shall not be required to, at Rocky Mountain’s sole cost and risk, take such action as Rocky Mountain deems necessary or appropriate to cure defects in such title, and Barrick

Bullfrog will cooperate with Rocky Mountain in Rocky Mountain’s efforts to acquire any interest not owned by Barrick Bullfrog or to defend such title or to cure such defects.

12.2           Encumbrances. During the Term, Barrick Bullfrog and Rocky Mountain shall not pledge, mortgage, charge or otherwise encumber their beneficial interest in the Properties or their rights under this Agreement. However, Barrick Bullfrog agrees not to unreasonably withhold approvals required by Rocky Mountain to secure project financing.

12.3           Further Assurances. The parties shall, without further consideration, from time to time execute and deliver, or cause to be executed and delivered, further instruments and assurances as may be reasonably required for registering or recording changes in ownership interests in the Properties in accordance with the regulatory requirements of the United States, the State of Nevada, or otherwise as required to carry out the true intent and purpose of this Agreement.

12.4           Limitation of Obligations of Rocky Mountain . It is understood and agreed that:

(a)                 Nothing contained in this Agreement, nor any payment made, Mining Operations conducted or incurred by Rocky Mountain on or in connection with the Properties or part of it, nor the doing of any act or thing by Rocky Mountain under the terms of this Agreement shall obligate Rocky Mountain to do anything else under this Agreement other than to perform the Project Work Commitments and maintain the Properties to the extent that it may have expressly undertaken to do so pursuant to the terms of this Agreement; and

(b)                Subject to the terms of this Agreement, Rocky Mountain may at any time abandon the Working Right and Option granted to it.

12.5           Time. Time shall be of the essence of this Agreement and of every part of it and no extension or variation of this Agreement shall operate as a waiver of this provision.

12.6           Entire Agreement. With respect to the subject-matter of this Agreement, this Agreement:

(a)                 sets forth the entire agreement between the parties and any persons who have in the past or who are now representing either of the parties;

(b)                supersedes all prior understandings and communications between the parties or any of them, oral or written; and

(c)                 constitutes the entire agreement between the parties.

Each party acknowledges that this Agreement is entered into after full investigation and that no party is relying on any statement or representation made by any other which is not embodied in this Agreement. Each party acknowledges that it shall have no right to rely on any amendment, promise, modification, statement or representation made or occurring subsequent to the execution of this Agreement unless it is in writing and executed by each of the parties.

12.7           Notices. All notices and communications which may be or are required to be given by either party to the other shall be in writing and delivered or sent by e-mail or prepaid registered mail to the parties at the following respective addresses:

If any payment or communication is sent by prepaid registered mail, it shall, subject to the following sentence, be conclusively deemed to have been received on the third business day following the mailing of it and, if delivered, it shall be conclusively deemed to have been received at the time of delivery. Notwithstanding the foregoing provisions with respect to

mailing, in the event that it may be reasonably anticipated that, due to any strike, lock-out or similar event involving an interruption in postal service, any payment or communication will not be received by the addressee by no later than the third business day following the mailing of it, then the mailing of any payment or communication as mentioned shall not be an effective means of sending it but rather any payment or communication must then be sent by an alternative means of transportation which it may reasonably be anticipated will cause the payment or communication to be received reasonably expeditiously by the addressee. Either party may from time to time change its address by notice to the other in accordance with this Section 12.7. E-mail shall also be an acceptable and legal form of communications between the Parties.

12.8           Counterparts. This Agreement may be executed in as many counterparts as may be necessary and may be delivered originally by email or by facsimile and each such counterpart so executed, whether delivered originally, by email or by facsimile, are deemed to be an original and such counterparts and facsimile copies together will constitute one and the same instrument.

12.9           Benefit of Successors. This Agreement shall inure to the benefit of and be binding on the parties and their respective heirs, executors, administrators, successors and assigns.

12.10       Memorandum of Agreement. Concurrently with the signing of this Agreement, the parties shall sign, acknowledge and deliver a memorandum of this Agreement in the form attached as Exhibit I which shall be recorded in the office of the recorder of Nye County, Nevada. The execution and recording of the memorandum of agreement shall not limit, increase or in any way modify any of the covenants or conditions of this Agreement or any right, interest or obligation of the parties or their Affiliates under this Agreement.

12.11       Assignment. Neither party may assign, sublease or otherwise transfer all or any part of its rights, duties or interest regarding the Properties or this Agreement without the other party’s prior written consent, which consent may not be unreasonably withheld, conditioned or delayed; provided, however, that Barrick Bullfrog’s consent to Rocky Mountain’s transfer of its interest regarding the Properties or this Agreement to NV Energy, Inc., MidAmerican Energy Holdings Company, or any party involved in any manner with solar power generation may be withheld for any reason, reasonable or unreasonable. Any assignment, sublease or transfer to which consent is given shall be subject to the express condition that the assignee, sublessee or transferee shall execute and deliver a written instrument, in form reasonably acceptable to the non-assigning party, by which the assignee, sublessee or transferee assumes and agrees to keep and perform all of the covenants and conditions of this Agreement to be kept or performed by the assigning party after the effective date of such assignment, sublease or transfer. No assignment, sublease or transfer of an interest in the Properties or this Agreement will relieve the assigning, subleasing or transferring party of any obligation that has accrued prior to the date of the assignment sublease or transfer.

12.12       Survival. The following Sections and Subsections of this Agreement will survive the expiration or termination of this Agreement: Sections 1.5, 2.1, 2.3, 2.5, 3.3, 5.3, 5.5, 7, 8.3, 8.5, 8.6, 8.7, 9, 10, 12.7, and 12.12 and Subsections 5.1(a), 5.1(j), and 5.1(k). In addition, if the Option is exercised and Closing occurs, Sections 5.2 and 5.7 will survive with respect to the Royalty reserved by Barrick Bullfrog.

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the parties hereto as of the date first above written.

EXHIBIT A

TO

MINERAL LEASE AND OPTION TO PURCHASE

properties

Part I – Legal Description

The patented and unpatented claims described below comprise all the lands subject to the Agreement. All such lands and interests are located approximately three miles west of Beatty, Nevada in the Bullfrog Mining District.

Description of Patented Mining Claims and Mineral Survey Number

Six patented mining claims located in Sections 10, 11 and 15 of T12S R46E and as specifically listed below.

The Sunset 1 and 2 patented mining claims have overriding royalties, as described in Section 9.2 of the Agreement and in Exhibit L.

Exhibit J

JCL

01-30-87
780406
LEASE AGREEMENT

BY THIS LEASE AGREEMENT

effective as of the 5th day of February , 1987,

by and between H. B. LAYNE CONTRACTOR, INC., an Indiana corporation, whose address is 2500 East Hallandale Beach Blvd., Penthouse I, Hallandale, Florida 33009 (the "Lessor" herein),

and

ST. JOE GOLD CORPORATION, a Delaware corporation, whose address is 2002 North Forbes Boulevard, Tucson, Arizona 85745 ("St. Joe" herein),

the Lessor, in consideration of the agreements set forth herein, has granted certain rights to St. Joe under the following terms and conditions:

1. Grant

a. Lease - Lessor hereby grants, demises, leases and lets that certain real property, more particularly described in the attached Exhibit A (the "Property" herein), including, but without being limited to, all soil, sand and gravel, rock, ores, minerals and mineral rights in, upon and under the Property (the "Leased Substances"), exclusively unto St. Joe, its successors and assigns, with the exclusive rights and privileges:

-- to drill and excavate holes, pits, shafts and other excavations, to construct roads and to conduct surveys, explorations, sampling, investigations and other operations in such a manner and to the extent as St. Joe, in its sole judgment and discretion, may deem advisable for the purpose of ascertaining any and all facts relating to the occurrence of ores and minerals in and under the Property and the metallurgical and physi- cal properties of any such ores;

-- to mine (by open pit, strip, underground, solu- tion mining or any other method, including any method hereafter developed), extract, mill, store, process, remove and market Leased Substances from the Property;

-- to place, construct, maintain, use, and remove such structures, facilities, equipment, roadways,

haulaaeways and such other improvements on the surface or subsurface of the Property as St. Joe may deer necessary, useful or convenient for the full enjoyment of all of the rights herein granted:

-- to mix or commingle Leased Substances with any other ores produced off the Property, provided that St. Joe shall first weigh, sample, and assay the Leased Substances in accordance with recognized industry practice;

-- to conduct any mining upon the Property and St. Joe's mining of adjoining or nearby lands as a single mining operation as if the Property and all such other properties constituted a single tract of land, in which event St. Joe shall have the exclusive right to use structures, facilities, equipment, roadways, haulageways, and all other appurtenances installed on the Property for the purpose of producing, removing, treating or transporting metals, ores, minerals or materials from adjoining or nearby property owned or controlled by St. Joe and the right to mine and remove Leased Substances from the Property through or by means of shafts, openings or pits which may be made in or upon adjoining or nearby property;

-- to use other resources of the Property (to the extent Lessor has such rights), including water, in connection with the exploration, mining and processing rights granted hereunder;

-- to use the surface of the Property to deposit waste, overburden, surface stripping and other materials from mining operations on the Property and adjoining property being mined with the Property as a single mining operation; provided the materials from other lands may not be deposited on the Property if it would interfere with mining operations on the Property.

h. Sublease - St. Joe understands and acknowledges that this Lease is a sublease as to Claims Ace 1, 2 and 3 and is subject to that certain "Mining Lease and Option to Purchase Agreement," entered into on August 3, 1978, by and between Robert A. Revert and Claron Burnett, as Lessors and Kelly Minerals, Inc., as Lessee, a copy of which is attached hereto as Exhibit B.

2. Term

Unless sooner terminated under the termination provisions hereinafter contained, the term of this Agreement shall an initial term of three (3) years commencing on the effective date hereof; provided, however, that St. Joe may

extend such tern by making the payments specified in sub-section b of
Section 1.

3. Payments to Lessor

a. Rental - St. Joe shall pay Lessor as rental Twelve Thousand Dollars ($12,000.00) during the first one (1) year of the term nereof; Twenty -Four Thousand Dollars (S24,000.00) during each of the second and third years of the term hereof; and Fifty Thousand Dollars ($50,000.00, per year during each year thereafter while this Agreement is in force. Such payments shall be due in advance on or before the anniversary of the effective date of this Agreement. Rental for the first year of the term shall be due upon final execution of this Agreement.

b. Advance Minimum Royalty - After three, (3) years of the effective date hereof, or such earlier time St. Joe mines and markets leased substances from the property, St. Joe shall pay Lessor Fifty Thousand Dollars ($50,000.00) per annum, which shall constitute an advance minimum royalty which shall be payable in the same manner as set for above. Such advance royalties shall be a credit insofar as they will go toward any monies due Lessor under the provisions of subsection c of this Section 3.

c. Production Royalty - If St. Joe mines and markets Leased Substances from the Property, St. Joe shall pay to Lessor a production royalty of five percent (5%) of the "Net Returns' received by St. Joe from the sale or other disposition of Leased Substances; provided, however, that St. Joe shall not be required to pay Lessor any production royalty under the terms of this Agreement from the mining claims subject to the Mining Lease and Option to Purchase Agreement attached hereto as Exhibit B until the purchase price thereunder has been fully paid. The term Net Returns" shall mean the total dollar value received from the purchaser of Leased Substances, less:

(1) in the case of sale of raw ore or concentrates: (a) any weighing, sampling, penalty, processing or other charges assessed by the purchaser; (b) selling charges; (c) any sales, severance, gross production, privilege or similar taxes assessed on or in connection with the ore or measured by the value thereof; and (d) the cost of transportation from the Property to the purchaser.

(2) in the case of leaching or other solution mining techniques in addition to the deductions specified in (1) above, all processing and recovery costs incurred beyond the point at which the leaching reagents are applied to the ore being treated (including

the cost of reagents) shall be deducted from the selling price.

If ores or concentrates are processed at a smelter or other facility owned, operated or controlled by St. Joe or treated on a toll basis for St. Joe, the selling price shall be computed in the above manner with deductions for all charges and items of cost equivalent to the deductions extended in arms-length transactions, and in any case, not more than changes that would be made at the nearest treatment facility otherwise available.

d. Payment of Production Royalty - Production royalty paid to Lessor hereunder shall be due and payable within thirty (30) days after the end of each calendar quarter for those Leased Substances sold and a settlement sheet received during the applicable calendar quarter after first deducting any advance minimum royalty paid under subsection b of Section 3 not previously recovered from prior payments under this subsection d. A11 production royalty shall be accompanied by the settlement sheets or a similar statement showing the basis upon which the payment was computed.

e. Method of Making Payments - A11 payments required hereunder may be mailed or delivered to Lessor's address or to any single depository as Lessor may instruct. Upon making payment to the authorized agent or depository, St. Joe shall be relieved of any responsibility for the distribution of such payment to Lessor. The delivery or the deposit in the mail of any payment hereunder on or before the due date thereof shall be deemed timely payment hereunder.

f. Fractional Interest - A11 payments under this Agreement, unless specified otherwise, are based on a grant by Lessor of full undivided rights and title to the Property. If Lessor's interest in the Property is less than such full interest, all payments made hereunder shall be paid in the same proportion thereof as the undivided rights and title actually owned by Lessor bear to the entire undivided rights and title to the Property or the areas included therein.

4. Inspection

Lessor (or any agent of Lessor with authorization in writing), at Lessor's risk and expense, may (1) enter upon the Property to inspect the same at such times and upon such notice to St. Joe as shall not unreasonably or unnecessarily hinder or interrupt the operations of St. Joe, and (2) inspect the accounts and records used in calculating production royalty paid to Lessor hereunder, which right may be exercised, at any reasonable time during a period of one (1) year from and after the date on which the applicable

quarterly payment of production royalty was made. Lessor agrees to treat all information received hereunder as confidential and not to disclose the same without prior permission of St. Joe.

5. Obligations of St. Joe

a. Conduct of Operations - A11 work performed by St. Joe on the Property pursuant to this Agreement shall be done in a good and workmanlike manner and in compliance with all state or federal laws and regulations governing such opera- tions. The operations of St. Joe shall be further subject to the following special requirements:

(1) St. Joe shall pay any and all withholding and Social Security taxes levied by the United States Government or unemployment compensation taxes levied by the Unemployment Compensation Division of the State of Nevada upon it as an employer and permit no delinquencies to be created;

(2) St. Joe shall protect all employees under the Nevada Industrial Insurance Act and the Nevada Occupational Diseases Act as amended, pay all premiums required by the laws, rules and regulations of the State of Nevada pertaining to industrial insurance;

(3) St. Joe shall maintain records and reports and submit, according to the requirements of the Inspector of Mines, reports of production, employment, mine activity, status, accidents, bodily injury, loss of life, occupational illness and related data as required by Nevada Revised Statutes ss. 512.160 as amended.

b. Sublease - St. Joe hereby assumes and agrees to keep, perform and fulfull all of the terms, covenants, conditions and obligations required to be kept, performaed and fulfilled by the Mining Lease and Option to Purchase Agreement subleased hereby, including the making of all payments due to or payable to or on behalf of the lessor thereunder when due and payable, including but not limited to advance and production royalties; provided, however, that St. Joe shall have the right to surrender such Mining Lease and Option to Purchase Agreement to the Lessor hereunder and thereby terminate any further liability or obligation thereunder for duties or payments not accrued as of the date of such surrender. Such payments shall be in addition to the rents and royalties reserved herein to the Lessor.

c. Weights and Analysis - In all cases where ore or concentrates are stockpiled off the Property or commingled concentrates not mined from the Property, St. Joe with ore or

shall establish procedures for determining the proportional amount of the total metal content in the commingled materials attributable to the input from each of the properties by calculating on a metallurgical basis, in accordance with sampling schedules and mining efficiency experience, so that production royalties applicable to materials produced from each of the properties from which materials are commingled may reasonably be determined. St. Joe shall inform Lessor of such procedures by written statement and shall make all records related to such activities available for inspection by Lessor in accordance with
Section 4.

d. Protection from Liens - St. Joe shall pay all expenses incurred by it in its operations on the Property hereunder and shall allow no liens arising from any act of St. Joe to remain upon the Property; provided, however, that St. Joe shall not be required to remove any such lien as long as St. Joe is contesting in good faith the validity or amount thereof.

e. Indemnity - St. Joe shall protect, defend and indemnify Lessor against and hold Lessor harmless from any suit, claim, judgment or demand, administrative proceeding or sanction, expense, including reasonable attorney's fees, whatsoever arising out of St. Joe's exercise of any of its rights pursuant to this Agreement and the Mining Lease and Option to Purchase Agreement subleased hereby, provided that Lessor, or any one of them, or any person or instrumentality acting on its behalf, shall not have been a contributing cause to the event giving rise to such suit, claim, demand, judgment, administrative proceeding or sanction.

f. Payment of Taxes - St. Joe shall pay all taxes levied against its improvements on the Property. In the event of commercial development of the Property, St. Joe shall pay all ad valorem taxes assessed against that amount of the Property used in such commercial development and shall, in addition, pay all taxes related to production of Leased Substances from the Property, subject to St. Joe's right to deduct the amount of such production-related taxes from the dollar value received from the purchaser of Leased Substances in the computation of Net Returns under the provisions of subsection c(1)(c) of Section 3. Lessor shall pay, before delinquency, all other taxes and assessments on Property and improvements of Lessor thereof. In no event the St. Joe be liable for any taxes levied or measured by shall Lessor, or for taxes applicable to or levied income of against or based upon advance or production royalty payments to Lessor under this Agreement. St. Joe shall have the made in the courts or otherwise, the validity or right to contest, taxes or assessments, before it shall be amount of any pay the same. St. Joe shall have the right, at required to

its sole discretion, to pay any delinquent property taxes. together with interest, penalties and charges, that a the responsibility of the Lessor, the payment of which shall be a credit against payments thereafter tc be made by St. Joe under the provisions of Section 3. If this Agreemdeent is terminated or otherwise expires, all ad valorem taxes that are St. Joe's responsibility shall be prorated as of the date St. Joe has removed its improvements from the Property or Lessor agrees to their abandonment.

g. Assessment Work - St. Joe agrees to perform assessment work (unless excused, suspended or deferred) for the benefit of the Property for each assessment year during which this Agreement continues in force beyond July 1 of the applicable assessment year. The work performed shall be of a kind generally accepted as assessment work, and St. Joe shall expend the total amount sufficient to meet the minim= requirements with respect to all of the unpatented claims. Lessor acknowledges and agrees that the mining claims included within the Property are one contiguous group and that development and exploration work on any one or more of the claims will be for the benefit of all of them. Lessor further agrees that if St. Joe acquires a right to explore areas adjacent to the Property by location, purchase, lease or option, St. Joe shall have the right to perform assessment work required hereunder pursuant to a common plan of exploration or development of all the areas, claims or groups of claims, whether performed on or off the Property.

6. Title Matters

a. Representations and Warranties - Lessor represents and warrants to St. Joe that to the best of its knowledge and belief that: (1) the unpatented mining claims constituting the Property have been located and appropriate record made thereof in compliance with the laws of the United States and the laws of Nevada;
(2) the assessment work for the year ending September 1 prior to the effec- tive date of this Agreement has been performed and appropriate record made thereof in compliance with applicable law; (3) there is no valid claims of adverse mining rights affecting such claims; (4) except as specified in Exhibit A, Lessor's possessory right to the Property is free and clear of all liens and encumbrances, and (5) the Lessor has the full right, power and capacity to enter into this Agreement upon the terms set forth herein.

b. Title Documents; Data - Upon written request of St. time during the term hereof, Lessor shall promptly Joe at any St. Joe all abstracts of title to and copies of deliver to

all title documents affecting the Property which Lessor has in its possession. If Lessor is in possession or knows the whereabouts of technical data concerning the mineral estate of the Property, Lessor shall, at St. Joe's expense, furnish copies of such materials to St. Joe or notify St. Joe of the location of such information.

c. Title Defects, Defense and Protection - If -- (1) in the opinion of counsel retained by St. Joe, Lessor's title to any of the Property is defective or less than as represented herein, or (2) title to any of the Property is contested or questioned by any person, entity or governmental agency -- and if Lessor is unable or unwilling to promptly correct the defects or alleged defects in title, St. Joe may attempt, with all reasonable dispatch, to perfect, defend or initiate litigation to protect such title. In that event, Lessor shall take such actions as are reasonably necessary to assist St. Joe in its efforts to perfect, defend or protect such title. If title is less than as represented in this Section 6, then (and only then) the costs and expenses of perfecting, defending or correcting title, including, but without being limited to the cost incurred in the amendment or relocation of unpatented claims, the cost of attorney's fees and the cost of releasing or satisfying any mortgages, liens and encumbrances), shall be a credit against payments thereafter to be made by St. Joe under the provisions of Section 3, unless the encumbrance or dispute arises from St. Joe's failure to perform obligations hereunder (in which case such costs shall be borne by St. Joe).

d. Lesser Interest Provisions - If the rights and title granted hereunder are less than represented herein, St. Joe shall have the right and option, without waiving any other rights it may have hereunder, to reduce all payments to be made to Lessor hereunder in the proportion that the interest actually owned by Lessor bears to the interest as represented herein.

e. Amendment and Relocation of Mining Claims - St. Joe shall have the right to amend or relocate in the name of Lessor the unpatented claims which are subject to this Agreement which St. Joe, in its sole discretion deems advisable to amend or relocate. St. Joe shall not be liable to Lessor for any act (or failure to act) by it or any of its agents in connection with the amendment or relocation of such claims as long as such act (or omission) does not arise from gross negligence or is not made in bad faith.

f. Patent Proceedings - Upon request of St. Joe at any time or times during the term of this Agreement, Lessor agrees to undertake to obtain patent to any or all of the unpatented mining claims which are subject to this Agreement.

St. Joe shall prepare all documents and compile all data and comply in all respects with the applicable law, all at the expense of St. Joe. Lessor shall execute any and all documents required for this purpose and shall cooperate fully with St. Joe in the patent application proceedings subsequent thereto. If Lessor begins such proceedings and St. Joe thereafter requests Lessor to discontinue such proceedings, or if this Agreement is terminated while proceedings are pending, St. Joe shall have no further obligation with respect thereto except to pay any unpaid expenses accrued in such proceedings prior to its request to discontinue or prior to termination, whichever occurs first.

g. Change of Law - If the laws of the United States concerning acquisition of mineral rights on federally managed lands is repealed, amended, or new legislation is enacted, St. Joe shall have the right to take whatever action it deems appropriate to preserve a right to explore for, develop, and mine Leased Substances. If St. Joe elects to take any action under the terms of this subsection, it shall first notify Lessor in writing setting forth the nature of the proposed action and an explanation thereof. Lessor agrees to cooperate with St. Joe and execute whatever documents are deemed necessary by St. Joe to accomplish such action. Nothing in this subsection shall impose any obligation upon St. Joe to take any action, or diminish the right of Lessor to take action it deems appropriate; provided, however, that if Lessor chooses to take any action, it will first inform St. Joe of the nature of such contemplated action.

h. General - Nothing herein contained and no notice or action which may be taken under this Section 6 shall limit or detract from St. Joe's right to terminate this Agreement in the manner hereinafter provided.

7. Termination; Removal of Property; Data

a. Termination by Lessor - If St. Joe defaults in the performance of its obligations hereunder, Lessor shall give St. Joe written notice specifying the default. If the default is not cured within thirty (30) days after St. Joe has received the notice, or if St. Joe has not within that time begun action to cure the default and does not thereafter diligently prosecute such action to completion, Lessor may terminate this Agreement by delivering to St. Joe written notice of such termination, subject to St. Joe's right to remove its property and equipment from the Property, as hereinafter provided. Lessor's right to terminate this Agreement shall be its sole remedy for any defaults in the payment of rental or advance minimum royalty. If St. Joe in good faith disputes the existence of a default, St. Joe shall initiate appropriate action in a court of competent

jurisdiction within the 30-day period and the time to cure shall run from the date of a final determination that a default exists. Lessor shall have no right to terminate this Agreement except as set forth in this subsection a of Section 7.

b. Termination by St. Joe - St. Joe shall have the right to terminate this Agreement at any time by written notice from St. Joe to Lessor. St. Joe shall also have a separate right of termination of its obligations under the Mining Lease and Option to Purchase Agreement as set forth in subsection b of Section
5. From and after the date of termination, all right, title and interest of St. Joe under this Agreement shall terminate, and St. Joe shall not be required to make any further payments or to perform any further obligations hereunder concerning the Property, except payment and obligations, the due dates for the payment or performance of which occur prior to the termination date, including the obligations related to damages to the surface and improvements thereon.

c. Removal of Property - Upon any termination or expiration of this Agreement, St. Joe shall have a period of one (1) year from and after the effective date of termination within which it may elect to remove from the Property all of its machinery, buildings, structures, facilities, equipment and other property of every nature and description erected, placed or situated thereon, except supports placed in shafts, drifts or openings in the Property. Failure of St. Joe to so remove the same shall constitute an abandonment by St. Joe to Lessor of the same; provided, however, that St. Joe may still be required to remove such property upon notice from Lessor at any time during the one-year period and thirty (30) days thereafter.

d. Delivery of Data - If this Agreement is terminated, upon written request given by Lessor within thirty (30) days of said termination, St. Joe shall, within a reasonable time, furnish Lessor copies of all available noninterpretive exploration, development and mining data pertaining to the Property prepared by or for St. Joe.

e. Relinquishment of Record - If this Agreement is terminated or otherwise expires, St. Joe shall provide Lessor with a recordable document sufficient to provide notice that St. Joe no longer asserts rights to the Proflerty under this Agreement.

8. Notices

Any notice or communication required or permitted here- shall be effective when personally delivered or under

deposited, postage prepaid, certified or registered, in the United States mail to the addresses specified above. Either party may, by notice to the other given as aforesaid, change its mailing address for future notices.

9. Binding Effect; Assignment

The rights of either party hereunder may be assigned in whole or in part and the provisions hereof shall inure to the benefit of and be binding upon the heirs, personal representatives, beneficiaries, successors and assigns, but no change or division of ownership of the Property or payments hereunder, however accomplished, shall operate to enlarge the obligations or diminish the rights of St. Joe hereunder. No such change or division in the ownership of the Property shall be binding upon St. Joe for any purpose until the first day of the month next succeeding the month in which such person acquiring any interest shall furnish evidence to St. Joe's satisfaction of such change, transfer or division of ownership.

10. Force Majeure; No Implied Covenants

If St. Joe is delayed or interrupted in or prevented from exercising its rights or performing its obligations, as herein provided, by reasons of "force majeure," then, and in all such cases, St. Joe shall be excused, without liability, from performance of its obligations set forth in this Agreement (except as to obligations to pay money set forth in Sections 3 and 5), but the provisions shall again come into full force and effect upon the termination of the period of delay, prevention, disability or condition. St. Joe shall notify Lessor of the beginning and ending date of any period of forree majeure and the period of time required for performance under this Agreement shall be extended for the period of the disability. "Force majeure" includes all disabilities arising from causes beyond the reasonable control of St. Joe; including, without limitation, acts of God, accidents, fires, damages to facilities, labor troubles, unavailability of fuels, supplies and equipment, orders or requirements of courts or government agencies, or the inability to obtain environmental clearance or operating permits that may be required by governmental authorities. It is expressly agreed that no implied covenant or condition whatsoever shall be read into this Agreement relating to any time frame as the measure of diligence for prospecting, mining, resumption of mining if mining operations once commenced are suspended, or any other operations of St. Joe hereunder.

. . .
. . .

11. Memorandum

The parties to this Agreement agree to execute and record a Memorandum of this Agreement in a form sufficient to constitute record notice to third parties of the rights granted hereunder, which may be recorded in the official records of Nye County, Nevada.

12. Construction

a. Governing Law - This Agreement shall be construed by the internal laws but not the laws of conflict of the State of Nevada.

b. Headings - The headings used in this Agreement are for convenience only and shall not be deemed to be a part of this Agreement for purposes of construction.

13. Approval; Effective Date

This Agreement shall not be effective until it has been approved by management of St. Joe and executed by its authorized officer. The effective date shall be the date of such execution by St. Joe.

SIGNED, effective as of the date recited above.

LESSOR:                                         ST. JOE:
H. B. LAYNE CONTRACTOR, INC.                    ST. JOE GOLD CORPORATION


By                                              By
  Richard        N., Lundgren                     John W. Horton
  President                                       Assistant Vice President

STATE OF FLORIDA                              )
                                              ) ss.
County of  Broward                            )

The foregoing instrument was acknowledged before me this 5th day of February, 1987, by Richard N. Lundgren, the President of H. B. Layne Contractor, Inc., an Indiana corporation, for an on behalf of the corporation.

My commission expires:                                            Notary Public
        NOTARY PUBLIC   STATE OF FLORIDA
        MY COMMISSION EYP  JUNE 24, 1989
       'BONDED THRU GENERAL INS. UND.

STATE OF ARIZONA                              )
                                              ) ss.
County of  Pima                               )

The foregoing instrument was acknowledged before me this 3rd day of February, 1987, by John W. Horton, the Assistant Vice President of St. Joe Gold Corporation, a Delaware corporation, for an on behalf of the corporation.

My commission expires: Notary Public My Commission expires August 15, 1990

EXHIBIT A

The "Property" consists of those certain unpatened lode mining claims situated in the Bullfrog Mining District, Nye County, Nevada, the names of which and the place of record of the location notices thereof in the official records of the county recorder and the authorized office of the Bureau of Land Management are as follows:

Ace No. 1                                      110       426        11229
Ace No. 2                                      110       427        11230
Ace No. 3                                      110       428        11231

unencumbered mining claims vested 100X in the Lessor under the forgoing Lease Agreement between H. B. Layne Contractor, Inc., and St. Joe Gold:

Golden Eagle      #   2                         424       120       298788
Golden Eagle      #   3                         424       121       298789

Golden Age #   1                                424       103       298790
Golden Age #   2                                424       104       298791
Golden Age #   3                                424       105       298792
Golden Age #   4                                424       106       298793
Golden Age #   5                                424       107       298794
Golden Age #   6                                424       108       298795
Golden Age #   7                                424       109       298796
Golden Age #   8                                424       110       298797
Golden Age #   9                                424       111       298798
Golden Age #   12                               424       112       298799
Golden Age #   13                               424       113       298800
Golden Age #   14                               424       114       298801
Golden Age #   15                               424       115       298802
Golden Age #   16                               424       116       298803
Golden Age #   17                               424       117       298804

3,5-129

VIA CERTIFIED MAIL
RETURN RECEIPT REQUESTED                            BOND  GOLD CORPORATION

                                                           October 5, 1989


H. B. Layne Contractor, Inc.
Attn: S. Lee Crouch, Esq.
1001 North Federal Highway, Suite 206
Hallandale, Florida 33009

Re: Lease Agreement Dated February 5, 1987

Dear Lee:

As always, it was a pleasure seeing you and Dick again. I hope that you were reassured that our commingling procedures are in accordance with standard industry practice, and that any questions you may have had were answered to your satisfaction.

As we discussed this day, Bond Gold Bullfrog Inc. has recently "mined and marketed Leased Substances" from the Property, thus triggering Bond's obligation to pay the advance minimum royalty provided for in
Section 3.b. of the Lease Agreement dated February 5, 1987. The subject
Section provides that the advance minimum royalty is payable in the same manner as the rental payments. From a cold reading of this provision I was not entirely clear on the intent of the parties. As you and I discussed and agreed, the language is ambiguous, but you have advised me this day that, in your opinion, the proper interpretation is that the advance minimum royalty payment is due on February 5, 1990 or at such earlier time that Bond Gold mines and markets Leased Substances from the Property and is to be paid in advance every twelve months thereafter.

I have spoken with Bond Gold's accounting department who has informed me that the first revenues from production of gold and silver from the Bullfrog Mine were booked on August 31, 1989. Accordingly, I have enclosed a check in the amount of $50,000.00 as advance minimum royalty under Section 3.b. of the Lease Agreement, and will make subsequent advance minimum royalty payments on or before each August 31st hereafter during the period that the Lease Agreement remains in effect.

S. Lee Crouch, Esq.
October 5, 1989

We understand that, as provided in Section 2 of the Lease Agreement, payment of the enclosed advance minimum royalty payment will extend the term of the Lease Agreement up to and including August 31, 1990. Furthermore, the payment each year of advance minimum royalty on or before the above anniversary date will extend the term of the Lease Agreement to and including August 31st of the following year.

Please indicate below your agreement regarding the effect of the advance minimum royalty and rental payments and return one copy of this letter to me. Thank you for assisting in this matter.

Very truly yours,

Garry L. Miller Manager, Land Department

Agreed to this 19th day of OCTOBER, 1989.

H. B. LAYNE CONTRACTOR, INC.

Enclosure

cc: Richard N. Lundgren
6205 S. W. 108th Street
Miami, Florida 33156

Exhibit K

PURCHASE AND SALE AGREEMENT

BETWEEN

H. B. LAYNE CONTRACTOR, INC.

AND

BARRICK BULLFROG INC.

July 20th, 2001

416342.1
7/16/01

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement is entered into to be effective as of July 2001, by and between H. B. Layne Contractor, Inc., an Indiana corporation ("Seller"), and Barrick Bullfrog Inc., a Delaware corporation ("Buyer").

RECITALS

A. Seller owns or controls certain unpatented mining claims located in Nye County, Nevada (the "Properties"). The Properties are more particularly described in Exhibit A. The Properties are presently leased and subleased by Seller to Buyer pursuant to that certain Lease Agreement dated February 5, 1987 between Seller and St. Joe Gold Corporation, predecessor to Buyer (the "Lease") which is also more particularly described in Exhibit A.

B. Buyer operates the Bullfrog Mine in Nye County, Nevada and is the lessee under the Lease. Buyer has paid to Seller royalties and other payments pursuant to the Lease. Buyer and Seller have a present disagreement about whether the royalties payable by Buyer (as lessee) to Seller (as lessor) under the Lease have been properly paid.

C. Seller desires to sell to Buyer and Buyer desires to purchase from Seller all of Seller's interest in the Properties and the Lease and certain related assets. Seller and Buyer also desire to resolve any disagreements they may have with respect to royalty or other payments due to Seller under the Lease.

AGREEMENT

For good and valuable consideration, the receipt and sufficiency of which are acknowledged by the Parties, Seller and Buyer agree as follows:

1.0 DEFINITIONS

1.1 "Adverse Consequences" means all losses, liabilities, actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, reasonable amounts paid in settlement, obligations, taxes, liens, expenses, and fees, including court costs and reasonable attorneys' fees and expenses.

1.2 "Agreement" means this Purchase and Sale Agreement together with all its Exhibits.

1.3 "Assumed Liabilities" means any claim, action or cause of action arising out of mining and processing operations conducted on the Properties by Buyer, its predecessors, or its affiliates whether before or after the Closing Date including any liability (including without limitation potential liability for investigatory costs, cleanup costs, governmental response costs,

416342.1
7/16/01 1

natural resources damages, or penalties) arising out of, based on or resulting from any violation, or alleged violation, of state or federal environmental laws or regulations. Assumed Liabilities shall not include any Excluded Liabilities.

1.4 "Assets" means the Properties, the Lease and all of Seller's right, title and interest in and to the Revert Agreements and any fixtures, improvements and other tangible or intangible real or personal property related to the Properties, the Lease and the Revert Agreements, including without limitation all of Seller's right, title and interest in and to all permits, rights of way, easements, water rights, surface use agreements and other contracts related to the Properties, all choses, rights, actions or causes of action in any way affecting or relating to the Properties, the Lease or the Revert Agreements, and all of the improvements, buildings, structures and fixtures located thereon, or used for the benefit of the Properties together with any water rights, including any certificates, applications and interests relating to such water rights, and any wells, ditches or flumes located on or appurtenant to the Properties.

1.5 "Buyer" has the meaning given in the preface.

1.6 "Closing" means the closing to be conducted as described in Section 2.2 of this Agreement.

1.7 "Closing Date" means the date on which the Closing occurs as provided in Section 2.2 of this Agreement.

1.8 "Conveyance" means a Deed, Assignment and Bill of Sale substantially in the form attached to this Agreement as Exhibit B to be executed and delivered by Seller at the Closing.

1.9 "Disputed Claims" means any and all claims, actions, causes of action, demands and disputes between the Parties whether or not presently asserted with respect to the Properties, the Lease or the other Assets and (a) the allegation of Seller that Buyer and its predecessors have not fully and properly paid to Seller all royalties or other payments due under the Lease including any claim for additional royalties with respect to lands in Section 10, T. 12 S., R. 15
E., MDM and (b) the allegation of Buyer that it has overpaid Seller royalties on lands in Section 10, T. 12 S., R. 15 E., MDM. The Disputed Claims shall not include any claims, actions, causes of action, demands and disputes that might arise in the future as a result of a breach, or alleged breach, of any representation or warranty made by a Party in this Agreement, the failure of a Party to perform an obligation arising under this Agreement or any other matter not included in the Disputed Claims.

1.10 "Excluded Liabilities" means any and all liabilities of Seller arising out of contractual relationships of Seller with respect to the Properties or the Lease or the Revert Agreements (including any attorneys' fee agreements, consulting agreements, employment agreements or contingent fee agreements) or with respect to claims against or litigation involving Seller with respect to the Properties or the Lease, including any claim by third parties for royalties paid to Seller under the Lease, any claim by any governmental agencies with respect to state, federal or local taxes or net profits or proceeds taxes owed with respect to any rental, royalty, bonus or other payment made by Buyer or its predecessors to Seller or its predecessors,

416342.1
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and any claim for sales or use taxes, federal excise taxes, transfer, transfer gain, documentation, gross receipts, value added and other taxes and charges, as well as all associated interest and penalties payable with respect to the sale or transfer of the Assets from Seller to Buyer pursuant to this Agreement.

1.11 "Lease" has the meaning given in Recital A.

1.12 "Lien" means, with respect to any of the Assets, any mortgage, title defect, lien, lease, pledge, charge, security interest, hypothecation, restriction, judgment, lien for taxes or governmental assessments, charges or claims (including income taxes of the Seller or federal, state or local taxes associated with royalties paid to Seller from the Properties, the Lease or the Revert Agreements).

1.13 "Party" means Buyer or Seller and "Parties" means Buyer and Seller.

1.14 "Properties" has the meaning given in Recital A.

1.15 "Purchase Price" means the sum of US$350,000 to be paid by Buyer to Seller at the Closing.

1.16 "Revert Agreements" means that certain Mining Lease and Option to Purchase Agreement dated August 3, 1978 between Robert A. Revert and Claron Burnett and Kelly Minerals, Inc. and that certain Assignment of Mining Lease and Option to Purchase Agreement dated November 29, 1978 between Kelly Minerals, Inc. and H. B. Layne Contractor, Inc.

1.17 "Seller" has the meaning given in the preface.

2.0 BASIC TRANSACTION.

2.1 Purchase and Sale of Assets. On and subject to the terms and conditions of this Agreement, at the Closing, Buyer agrees to purchase the Assets from Seller, and Seller agrees to sell, transfer, convey and deliver the Assets to Buyer, for the Purchase Price.

2.2 The Closing. The Closing shall take place by exchange of documents by mail or commercial courier, commencing on July 20 2001. The Closing shall occur in the following order:

(a) Seller will deliver to the Buyer (i) a certificate of a duly authorized officer of Seller confirming that, as at the Closing Date, all of the representations and warranties of Seller contained in this Agreement are true, complete and correct, as if made on such date, and that Seller has performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by Seller at or prior to the Closing, and (ii) an opinion of Seller's legal counsel in form reasonably satisfactory to Buyer's legal counsel that as of the Closing Date the representations and warranties in Subsections 4.1(a),
(b), (c), and (d) are true and correct.

(b) Buyer will deliver to Seller (i) a certificate of a duly authorized officer of Buyer confirming that, as at the Closing Date, all of the representations and warranties of Seller

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contained herein are true, complete and correct, as if made on such date, and that Buyer has performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by Buyer at or prior to the Closing, and (ii) an opinion of Buyer's legal counsel in form reasonably satisfactory to Seller's legal counsel that as of the Closing Date the representations and warranties in Subsections 4.2(a),
(b), and (c) are true and correct.

(c) Seller will execute, acknowledge and deliver to Buyer the Conveyance and such other instruments of sale, transfer, conveyance, and assignment as the Buyer may request; and

(d) Buyer will deliver to Seller the Purchase Price.

2.3 Allocation. The Parties agree to allocate the Purchase Price equally among all of the Properties for all purposes (including financial accounting and tax purposes).

2.4 Assumption of Liabilities. In addition to payment of the Purchase Price, from and after the Closing, Buyer shall assume and agree to pay, discharge and perform when due the Assumed Liabilities. Buyer will not assume nor have any responsibility with respect to any other obligation or liability of Seller not expressly included in the Assumed Liabilities.

3.0 SETTLEMENT OF THE DISPUTED CLAIMS

3.1 Mutual Release. As part of the consideration exchanged by Seller and Buyer pursuant to this Agreement, if the Closing occurs and without any further action or documentation on the part of Seller and Buyer or either of them, Seller and Buyer agree that they will have irrevocably settled the Disputed Claims. The Closing shall evidence the full and complete release and discharge of the Disputed Claims by each Party and its and their subsidiaries, parents, officers, employees, directors, servants, agents, attorneys, affiliates, representatives, successors and assigns of the other Party and its and their subsidiaries, parents, officers, employees, directors, servants, agents, attorneys, affiliates, representatives, successors and assigns.

3.2 Disclaimer With Respect to the Settlement. The Parties understand and agree that this settlement represents a compromise of the Disputed Claims, that the Disputed Claims are disputed by the Parties against whom they are or might be made and that settlement of the Disputed Claims is not to be construed as an admission of liability on the part of either Party (each of whom expressly denies any such liability) with respect to any obligations with respect to the Properties or the Lease or the Revert Agreements. Each Party acknowledges that it is relying on its own judgment, belief and knowledge as to the extent and nature of the Disputed Claims and that it is not relying on any statements or representations of any kind of the other Party. The Parties further understand and agree that the facts now known by them or believed by them to be true and upon which they have relied in negotiating this settlement might later prove to be untrue or that additional facts might become known to them and expressly accept and assume the risk associated with such possibilities and agree that this settlement is binding and is not subject to termination or rescission in such event.

3.3 Future Grant of Royalty. Buyer agrees that if, in the future, Buyer commences mining from the Properties, insofar and only insofar as the Properties are within Section 15, T.

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12 S., R. 15 E., MDM or the S1/2SE1/4SW1/4 of Section 10, T. 12 S., R. 15 E., MDM, Buyer will grant to Seller a production royalty on terms equivalent to the Net Returns royalty set out in Section 5.c of the Lease. Such royalty shall be granted when and if production is obtained and Buyer will have absolutely no obligation, express or implied, (a) to explore for, develop, mine or market any minerals from within the Properties or (b) to pay any rentals, advance royalties or other payments of any kind absent actual production from such Properties.

3.4 Maintenance of the Properties; New Tenure. Buyer shall have no obligation, express or implied, to maintain any of the mining claims included in the Properties. Buyer may abandon such claims, relocate such claims as new mining claims or as mill sites, or exchange or otherwise convert such claims to a different form of tenure as Buyer sees fit. If Buyer maintains less than all of the mining claims, relocates the claims or secures a different form of tenure, the right to receive future royalties as provided in Section 3.3 shall attach to such mining claims or different form of tenure as Buyer then has on lands in Section 15, T. 12 S., R. 15 E., MDM or the S1/2SE1/4SW1/4 of Section 10, T. 12 S., R. 15 E., MDM, that are included within the Properties. For so long as Buyer maintains any mining claims or other form of tenure on lands included within the Properties, Seller shall not locate or participate in or otherwise assist any third party in locating mining claims or mill sites on or attempting to secure any interest in such lands.

4.0 REPRESENTATIONS AND WARRANTIES.

4.1 Representations and Warranties of Seller. Seller represents and warrants to Buyer that the statements contained in this Section 4.1 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement).

(a) Organization of the Seller. Seller is a corporation duly organized,validly existing, and in good standing under the laws of the jurisdiction of its incorporation and is in good standing under the laws of the State of Nevada.

(b) Authorization of Transaction. Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, this Agreement is consistent with the powers of Seller as set forth in its charter and bylaws and the board of directors of Seller has reviewed and has duly authorized the execution, delivery, and performance of this Agreement by Seller. This Agreement constitutes the valid and legally binding obligation of Seller, enforceable in accordance with its terms and conditions.

(c) Shareholders' Approval. The shareholders of Seller have reviewed this Agreement, discussed the subject matter of this Agreement and the transactions contemplated by this Agreement with counsel of their choice, and have duly authorized the execution, delivery, and performance of this Agreement by the Seller.

(d) Noncontravention. Neither the execution and the delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) violate any statute, regulation, rule, or decree of any government, governmental agency, or court to which

416342.1
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Seller is subject or (ii) conflict with, result in a breach of, constitute a default under any agreement to which Seller is a party. Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any third party, including any government or governmental agency, in order for the Parties to consummate the transactions contemplated by this Agreement.

(e) Brokers' Fees. Seller has no liability or obligation to pay any fees or commissions to any broker, finder, consultant, advisor or agent with respect to the transactions contemplated by this Agreement for which the Buyer could become liable or obligated.

(f) Title to the Assets. With respect to the Assets, Seller represents and warrants that:

(i) Seller has good and marketable title to the Assets, free and clear of any Lien, or any right or claim of third parties, except for the rights of Buyer under the Lease and this Agreement. No outstanding third party rights exist with respect to the Revert Agreements and Seller is the sole owner of the Properties and the Lease and is the sole entity entitled to receive any royalty or other payments payable with respect to minerals produced from the Properties. Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Properties, the Lease or the Revert Agreements. Seller has no obligation to pay to any third party any portion of the payments it has received under this Agreement, the Lease or the Revert Agreements.

(ii) Except for the civil litigation styled "Bond Gold Bullfrog, Inc. vs. Parador Mining Co., Inc., et al., presently pending in the Nevada Supreme Court, there are no pending or, to the knowledge of Seller, threatened condemnation proceedings, lawsuits, or administrative actions involving Seller and relating to the Assets.

(iii) No contracts, agreements, options, rights of first refusal, preemptive rights, other, similar rights or other interests exist with respect to the Assets to which Seller or its predecessors are bound and for which the Buyer could become liable or obligated after Closing.

(iv) All consideration due under the Revert Agreements has been fully and timely paid and no obligations exist with respect to the Revert Agreements for which the Buyer could become liable or obligated after Closing.

(g) Disclosure. The representations and warranties contained in this
Section do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained in this Section not misleading.

4.2 Representations and Warranties of Buyer. Buyer represents and warrants to the Seller that the statements contained in this Section 4.2 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement).

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(a) Organization of Buyer. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation and is in good standing under the laws of the State of Nevada.

(b) Authorization of Transaction. Buyer has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting generality of the foregoing, this Agreement is consistent with the powers of Buyer as set the forth in its charter and bylaws and the execution, delivery, and performance of this Agreement by the Buyer has been duly authorized. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditions.

(c) Noncontravention. Neither the execution and the delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) violate any statute, regulation, rule, or decree of any government, governmental agency, or court to which Buyer is subject or
(ii) conflict with, result in a breach of, constitute a default under any agreement to which Buyer is a party. Buyer does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any third party, including any government or governmental agency, in order for the Parties to consummate the transactions contemplated by this Agreement.

(d) Brokers' Fees. Buyer has no liability or obligation to pay any fees or commissions to any broker, finder, consultant, advisor or agent with respect to the transactions contemplated by this Agreement for which the Seller could become liable or obligated.

5.0 INTERIM PERIOD; OBLIGATION TO CLOSE

5.1 No Change or Commitments. Between the Date of this Agreement and the Closing Date, neither Party shall enter into any arrangement or contract or make any new commitment with respect to the Assets.

5.2 Work Diligently Towards Closing. Buyer and Seller shall each use their efforts to work diligently towards completing the transaction contemplated by reasonable best this Agreement on the Closing Date.

5.3 Notification of Breach. Each Party shall use its reasonable best efforts to notify other Party if it believes that any breach has occurred with respect to any of the representations, warranties, covenants or agreements contained in this Agreement or of any if becomes aware of any event reasonably likely to cause any of such circumstance or representations, warranties, covenants or agreements to be breached.

5.4 Conditions to Obligation of Seller to Close. The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions:

(a) All of the representations and warranties of Buyer contained in
Section 4.2 true, complete and correct on and as of the Closing Date as if made on the Closing Date shall be and Seller shall have received the materials described in Subsection 2.2(b); and

416342.1
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(b) No injunction, restraining or similar order shall have been issued by a court or governmental authority prohibiting the transactions contemplated by this Agreement.

5.5 Conditions to Obligation of Buyer to Close. The Buyer to obligation of consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions:

(a) All of the representations and warranties of Seller contained in
Section 4.1 shall be true, complete and correct on and as of the Closing Date as if made on the Closing Date and Buyer shall have received the described in Subsection 2.2(a);

(b) No material change shall have occurred with respect to any of the Assets between the date of this Agreement and the Closing Date; and

(c) No injunction, restraining or similar order shall have been issued by a court or governmental authority prohibiting the transactions contemplated by this Agreement.

6.0 TERMINATION

6.1 Termination. This Agreement may be terminated prior to or at the Closing:

(a) By mutual written consent of Buyer and Seller; or

(b) By either Party if the Closing has not occurred (other than as a result of the failure by a Party to comply fully with its obligations under this Agreement) on or before July 31, 2001; or By either Party if a material breach by the other Party of its obligations (c) hereunder has occurred and such breach has not been cured to the non-breaching Party's satisfaction following receipt of notice of breach from the non-breaching Party.

6.2 Other Remedies. If this Agreement is terminated pursuant to Subsection 6.1(a) or pursuant to Subsection 6.1(b) other than as a result of the failure by a Party to comply fully with its obligations under this Agreement, all further obligations of the Parties shall terminate except that the obligations in Subsection 8.2(b) shall survive. If this Agreement is terminated pursuant to Subsection 6.1(b) as a result of the failure by a Party to comply fully with its obligations under this Agreement or pursuant to Subsection 6.1(c), the exercise of a right of termination will not be an election of remedies and, in addition to any other rights it may have under this Agreement or otherwise, the terminating Party's right to pursue all legal remedies will survive such termination unimpaired.

7.0 SURVIVAL; REMEDIES; INDEMNIFICATION

7.1 Survival. All obligations (i) of Seller for breach of the representations and warranties set forth in Section 4.1 and to indemnify and hold harmless Buyer under Section 7.3, (ii) of Buyer for breach of the representations and warranties set forth in Section 4.2 and to indemnify and hold harmless Seller under Section 7.2, and (iii) of Seller and Buyer set forth in Sections 3.1 through 3.4 shall survive the Closing. In the event a Party breaches any of its

416342.1
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covenants, representations and warranties in this Agreement, provided that the other Party makes written claim for indemnification against the indemnifying Party pursuant to Section 7.4 below, a indemnifying Party agrees to indemnify the other Party from and against the entirety of then the Consequences the other Party shall suffer through and after the date of the claim. any Adverse

7.2 Buyer's Indemnities. Subject to the limitations and procedures set forth in Section 7.4, after the Closing Date Buyer shall indemnify and hold Seller and its officers, directors, agents, attorneys, and representatives harmless against and in respect of all employees, incurred by Seller and its officers, employees, directors, agents, Adverse Consequences attorneys, and representatives to the extent that such Adverse Consequences arise out of

(a) The Assumed Liabilities or Buyer's use or operation of the Properties on and after the Closing Date; and

(b) Any breach of any of the representations and warranties of Buyer in this Agreement, or in any document delivered in connection with this Agreement, or contained by Buyer to fulfill any agreement or covenants on the part of Buyer under this the failure Agreement or in any document delivered in connection with this Agreement.

7.3 Seller's Indemnities. Subject to the limitations and procedures of
Section 7.4, Date Seller shall indemnify, defend and hold the Buyer and its officers, after the Closing agents, attorneys, and representatives harmless against and in respect of all employees, directors, incurred by Buyer and its officers, employees, directors, agents, Adverse Consequences attorneys, and representatives to the extent that such Adverse Consequences arise out of

(a) The Excluded Liabilities; and

(b) Any breach of any of the representations and warranties of Seller Agreement or any document delivered in connection with this Agreement, or contained in this to fulfill any agreement or covenants on the part of Seller under this the failure by Seller Agreement or any document delivered in connection with this Agreement.

7.4 Notice and Procedure. If a Party believes that it is entitled to indemnification shall initiate a claim for indemnification by giving notice in under this Agreement, the Party indemnifying Party as soon as possible after the Party discovers the basis for a writing to the shall specify the basis for seeking indemnification under this Agreement, the claim. Such notice nature of the event giving rise to the claim, the identity of any amount (to the extent known), the involved, any pleadings or other documents or demands served upon the Party third parties relevant information. The failure to give prompt notice of a matter giving notice and any other give rise to an indemnification claim shall not affect the rights of the indemnified which may such claims from the indemnifying Party so long as such failure to so notify does Party to collect adversely affect the indemnifying Party's ability to defend such claim against a not materially third party.

(a) Notice and Response. The Party from whom indemnification is sought days of receipt of a notice seeking indemnity as provided in the preceding shall, within 15 response to the notifying Party in writing as to whether it accepts or denies paragraph, provide a If the Party from whom indemnification is sought accepts the request the request for indemnity.

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for indemnification, the Parties shall settle the claim accordingly. If the Party from whom indemnification is sought denies the request for indemnification or fails to respond, the notifying Party may pursue all legal remedies available to it.

(b) Matters Involving Third Parties. If the claim for indemnification involves a third party, in addition to providing a response to the notifying Party as provided above, the indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the claim made by the third party with counsel of its choice reasonably satisfactory to the other Party; provided, however, that the indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the third party claim without the prior written consent of the indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the indemnified Party. Unless and until the indemnifying Party assumes the defense of a a third party claim, however, the Party seeking indemnification may defend against the third party claim in any manner it reasonably may deem appropriate.

8.0 GENERAL

8.1 Notices. Any notices or other communications between the Parties required by this Agreement shall be in writing and delivered by personal delivery, by facsimile transmission or by commercial courier. Delivery shall be effective on verifiable receipt. All such notices or communications shall be addressed as follows, provided that either Party may change its address at any time by notice given in the manner described above:

To Seller:                            With a copy to:

 H. B. Layne  Contractor, Inc.        H. B. Layne Contractor, Inc.
 5620 South Landings Drive, #704      6510 Melaleuca  Road
 Ft. Myers, Florida 33919             Southwest Ranches
 Attn: S. Lee Crouch                  Fort Lauderdale, Florida 33330
 Tel: (941) 433-1382                  Attn: Patrick R. Layne, President
 Fax: (941) 433-5966                  Tel: (954) 434-8943
                                      Fax: (954) 434-3130



 To Buyer:                            With a copy to:

 Barrick Bullfrog Inc.                Barrick Bullfrog Inc.
 Barrick Management Corporationc/o    293 Spruce Road
 136 East South Temple, Suite 1050    Elko, Nevada 89801-4491
 Lake City, Utah 84111Salt            Attn:   W. G. (Bill) Houston
 Attn:   Rich Haddock                 Tel: (775) 738-2062
 Tel: (801) 539-0660                  Fax: (775) 738-2804
 Fax: (801) 539-0665

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8.2 Miscellaneous.

(a) Amendment of Agreement. This Agreement may only be amended or modified by a document in writing executed by the Parties. Nothing in this Agreement shall impose any obligations or covenants, express or implied, to conduct any particular level or degree of exploration, development or mining operations upon the Properties, except as otherwise except as expressly required by this Agreement.

(b) Confidentiality. This Agreement and all of its terms and conditions and all information provided by Buyer to Seller with respect to the Properties, the Leases and the Revert Agreements shall be treated by the Parties as confidential and shall not be divulged by a Party directly or indirectly to any person without the prior written authorization of the other Party. It is understood that the foregoing obligations shall continue indefinitely notwithstanding the termination of this Agreement. Such obligations do not apply to information that is in the public domain through no fault of the disclosing Party or which is independently obtained from a third party with no breach of confidentiality, or which is required to be disclosed pursuant to applicable law, regulation, judicial or administrative order or stock exchange rules.

(c) Governing Law; Severability. This Agreement shall be construed and interpreted in accordance with, governed and enforced in all respects by the laws of the State of Nevada. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect.

(d) Press Releases. Neither Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement.

(e) Further Assurances. Each of the Parties agrees that from time to time, at the request of the other Party and without further consideration, it will execute and deliver such other documents and take such other actions as counsel for such other Party reasonably requests in order to consummate more effectively the transactions contemplated by this Agreement.

(f) Assignment. Neither Party shall have the right to transfer its rights under this Agreement, in whole or in part, prior to the Closing.

(g) No Third-Party Beneficiaries. Except as expressly provided in this Agreement, this Agreement shall not confer any rights or remedies upon any third party.

(h) Costs and Fees. The Parties shall pay their own expenses including attorney's fees, incident to the preparation and performance of this Agreement, whether or not the transactions contemplated herein are consummated.

Waiver. The failure of a Party to insist upon the strict performance of any of the terms, conditions or covenants of this Agreement shall not be construed as a waiver or relinquishment for the future of any term, condition or covenant.

(j) Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption

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or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

(k) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. The Parties agree that signatures transmitted by facsimile transmission shall constitute original signatures and that an Agreement transmitted by facsimile and containing the signatures (original or transmitted) of both Parties shall be binding.

(1) Integration. All understandings and agreements between the Parties regarding the purchase and sale of the Assets and the settlement of the Claims are merged into this Agreement, which fully and completely expresses the agreement of the Parties. This Agreement was entered into after adequate investigation, neither Party relying upon any statement or representation not embodied in this Agreement made by the other Party. All Exhibits referred to in this Agreement are expressly incorporated into this Agreement.

Executed to be effective as of the date first written above.

"Seller"

H. B. Layne Contractor, Inc.

"Buyer"

Barrick Bullfrog Inc.

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EXHIBIT A

to
Purchase and Sale Agreement

THE PROPERTIES

The Properties consist of those certain unpatented lode mining claims situated in the Bullfrog Mining District, Nye County, Nevada, the names of which and the place of record of the location notices in the official records of the Nye County Recorder and the authorized office of the Bureau of Land Management are as follows:

1. Mining claims originally subject to the Mining Lease and Option to Purchase Agreement dated August 3, 1987, by and between Robert A. Revert and Claron Burnett, as lessors, and Kelly Minerals, Inc., as lessee, as assigned and conveyed to H. B. Layne Contractor, Inc. by Assignment of Mining Lease and Option to Purchase Agreement dated November 29, 1978 between Kelly Minerals, Inc. and H. B. Layne Contractor, Inc. and subject to the Lease Agreement dated February 5, 1987 between H.B. Layne Contractor, Inc., and St. Joe Gold Corporation:

                               Book       Page            NMC #
Ace No. 1                      110        426           112229
Ace No. 2                      110        427           112230
Ace No. 3                      110        428           112231

2. Mining claims located in the name of and 100% owned by H. B. Layne Contractor, Inc. and subject to the Lease Agreement dated February 5, 1987 between H.B. Layne Contractor, Inc., and St. Joe Gold Corporation:

                               Book       Page            NMC #
Golden Eagle # 2               424        120           298788
Golden Eagle # 3               424        121           298789
Golden Age # 1                 424        103           298790
Golden Age # 2                 424        104           298791
Golden Age # 3                 424        105           298792
Golden Age # 4                 424        106           298793
Golden Age # 5                 424        107           298794

416342.1
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Golden Age # 6
  Original Location            424        108           298795
   Relocation                             252249        583381
Golden Age # 7
  Original Location            424        109           298796
   Relocation                             252250        583382
Golden Age # 8
  Original Location            424        110           298797
   Relocation                             252251        583383
Golden Age # 9
  Original Location            424        111           298798
   Relocation                             252252        583384
Golden Age # 12
  Original Location            424        112           298799
   Relocation                             252253        583385
Golden Age # 13
  Original Location            424        113           298800
   Relocation                             252254        583386
Golden Age # 14
  Original Location            424        114           298801
   Relocation                             252255        583387
Golden Age # 15                424        115           298802
Golden Age # 16                424        116           298803
Golden Age # 17
  Original Location            424        117           298804
   Relocation                             252256        583388

416342.1
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EXHIBIT B

to
Purchase and Sale Agreement

THE CONVEYANCE

Assessor's Parcel No.

When Recorded, Return to:

W. G. (Bill) Houston
Barrick Bullfrog Inc.
293 Spruce Road
Elko, Nevada 89801-4491

DEED, ASSIGNMENT AND BILL OF SALE

For good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, H. B. Layne Contractor, Inc., a Florida corporation ("Grantor)),

grants, sells, transfers, conveys, assigns and delivers to Barrick Bullfrog Inc., a Delaware corporation ("Grantee), whose mailing address is 293 Spruce Road, Elko, Nevada 89801-4491, the entire estate in and to the following described property situated in Nye County, Nevada (the 'Properties"), subject only to the paramount title of the United States of America:

See Exhibit A attached to this Deed, Assignment and Bill of Sale,

together with all of Grantor's interest in and to the leases and the other agreements identified in Exhibit A, any after acquired title in and to the Properties or the lands covered thereby and any fixtures, improvements and other tangible or intangible real or personal property related to the Properties, the leases and the other agreements, including without limitation all of Grantor's right, title and interest in and to all permits, rights of way, easements, water rights, surface use agreements and other contracts related to the Properties, all choses, rights, actions or causes of action in any way affecting or relating to the Properties, the leases or other agreements identified in Exhibit A, and all of the improvements, buildings, structures and fixtures located thereon, or used for the benefit of the Properties together with any water rights, including any certificates, applications and interests relating to such water rights, and any wells, ditches or flumes located on or appurtenant to the Properties.

Grantor hereby binds itself and its successors to warrant and defend the title to the Properties against all claiming by through or under Grantor, but not otherwise.

416342.1
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IN WITNESS WHEREOF, Grantor has duly executed this Deed, Assignment and Bill of Sale as of the day and year first above written.

"Grantor"

H. B. Layne Contractor, Inc.

By:
Its:

State of
) ) ss. County of
)

This instrument was acknowledged before me, a notary public, on July
2001, by , the of H. B. LAYNE CONTRACTOR,

INC., a Florida corporation, on behalf of the corporation.

Notary Public

My commission expires:

416342.1
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EXHIBIT A

to
Deed, Assignment and Bill of Sale

THE PROPERTIES

The Properties consist of those certain unpatented lode mining claims situated in the Bullfrog Mining District, Nye County, Nevada, the names of which and the place of record of the location notices in the official records of the Nye County Recorder and the authorized office of the Bureau of Land Management are as follows:

1. Mining claims originally subject to the Mining Lease and Option to Purchase Agreement dated August 3, 1987, by and between Robert A. Revert and Claron Burnett, as lessors, and Kelly Minerals, Inc., as lessee, as assigned and conveyed to H. B. Layne Contractor, Inc. by Assignment of Mining Lease and Option to Purchase Agreement dated November 29, 1978 between Kelly Minerals, Inc. and H. B. Layne Contractor, Inc. and subject to the Lease Agreement dated February 5, 1987 between H.B. Layne Contractor, Inc., and St. Joe Gold Corporation:

                               Book       Page             NMC #
Ace No. 1                      110        426           112229
Ace No. 2                      110        427           112230
Ace No. 3                      110        428           112231

2. Mining claims located in the name of and 100% owned by H. B. Layne Contractor, Inc. and subject to the Lease Agreement dated February 5, 1987 between H.B. Layne Contractor, Inc., and St. Joe Gold Corporation:

                                           Book       Page             NMC #
            Golden Eagle # 2               424        120           298788
            Golden Eagle # 3               424        121           298789
            Golden Age # 1                 424        103           298790
            Golden Age # 2                 424        104           298791
            Golden Age # 3                 424        105           298792
            Golden Age # 4                 424        106           298793
            Golden Age # 5                 424        107           298794
            Golden Age # 6
              Original Location            424        108           298795
               Relocation                             252249        583381


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Golden Age # 7
  Original Location            424        109           298796
   Relocation                             252250        583382
Golden Age # 8
  Original Location            424        110           298797
   Relocation                             252251        583383
Golden Age # 9
  Original Location            424        111           298798
   Relocation                             252252        583384
Golden Age # 12
  Original Location            424        112           298799
   Relocation                             252253        583385
Golden Age # 13
  Original Location            424        113           298800
   Relocation                             252254        583386
Golden Age # 14
  Original Location            424        114           298801
   Relocation                             252255        583387
Golden Age # 15                424        115           298802
Golden Age # 16                424        116           298803
Golden Age # 17
  Original Location            424        117           298804
   Relocation                             252256        583388

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