Assignment Assumption Agreement

ASSIGNMENT AND ASSUMPTION AGREEMENT


THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Assignment ") is made and entered as of the 1st day of January, 2005 (the "Effective Date"), by and between GRYPHON GOLD CORPORATION., a Nevada corporation ("Gryphon"), EVERGREEN MINERAL VENTURES LLC, a single member Colorado limited company ("Assignor ") and ALLEN GORDON, a Colorado resident ("Gordon").


W I T N E S S E T H:


WHEREAS, Assignor has agreed to assign its benefits and obligations under an Executive Compensation Agreement ("Agreement") dated as of October 1, 2003 between Gryphon and Assignor and Gordon has agreed to assume the benefits and obligations of Assignor under the Agreement as of the Effective Date. The Agreement is attached as Exhibit A hereto.


WHEREAS, Gryphon consents to the Assignment by Assignor and the assumption by Gordon of the Agreement referred to herein.


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Gryphon, Assignor and Gordon hereby agrees as follows:


1. Assignment. Subject to the terms of this Assignment, Assignor hereby assigns, conveys and transfers to Gordon, his successors and assigns, Assignor's title, interest, privilege, benefit and remedies in the Agreement.


2. Acceptance and Assumption. Upon execution of this Assignment, and at all times thereafter, Gordon accepts the assignment, and assumes and agrees to keep, perform and be bound by all of the terms, covenants, conditions and obligations which are required to be performed by Gordon under the Agreement.


3. Consent. Gryphon hereby consents to the assignment of the Agreement by Assignor to Gordon and Gryphon and Gordon acknowledge, confirm and agree that there shall be no lapse in any benefits contained in the Agreement and Gordon shall personally be entitled to all benefits under the Agreement as if Gordon originally executed the Agreement as of October 1, 2003.


4. Other Acts. The parties agree to sign all documents or instruments and do all acts as may be reasonably necessary or desirable to carry out the intent of this Assignment.


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