Agreement made as of April 9, 2006, by and among Empire Gold Corp. ("Empire") and Saddle River
Associates, Inc. ("Saddle River").
Empire desires to retain Saddle River to find a Qualified Acquisition Partner as hereinafter defined; and Saddle
River agrees to assist in introducing prospective Qualified Acquisition Partner candidates to Empire and to assist
Empire in the business aspects of any such transaction.
1. For purposes of this agreement the following terms shall have the meanings set forth below:
"Qualified Acquisition Partner" shall be a corporation not conducting business, not a party to any contact,
agreement or lease and without any liabilities which has over 200 shareholders who meet the holding period
requirements under. Rule 144 promulgated under the Securities Act of 1933 (the "Act").
"Transaction" shall refer to any transaction pursuant to which the shares of Empire are acquired by a Qualified
Acquisition Partner and the shareholders of Empire will own 85% of the outstanding shares of the Qualified
Acquisition Partner on a fully diluted basis.
2. Empire agrees to pay Saddle River as a partial fee for the services to be performed hereunder as follows:
i $ 250,000.00 within 30 days of execution of this agreeme
ii If Empire enters into an agreement for a Transaction with a Qualified Acquisition Partner introduced by Saddle
River, an additional fee of $150,000.00 shall be payable upon receipt by Empire of gross proceeds totaling in
excess of $1,000,000 constituting a portion of the next round of equity financing consummated by Empire. The
fee is payable on the earlier of 120 days after the agreement is executed or upon consummation of a Transaction.
The fee is payable even if Empire does not consummates a Transaction.
The fee shall provided in this section and section and section 3 shall be payable without reduction even if Saddle
River is a shareholder of a Qualfied Acquisition Partner.
3. Upon the consummation