OTISH MOUNTAIN DIAMOND CO
ASGMNT. OF INTEREST
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>doc3.txt
<DESCRIPTION>ASGMNT. OF INTEREST
<TEXT>



                                   ASSIGNMENT
                                       OF
                 INTEREST IN MINERAL PROPERTY OPTION AGREEMENTS

     This  Assignment  Of  Interest  In Mineral Property Option Agreements (this
"Assignment")  is  made  effective the 19th day of August, 2003, by and between:

     Miranda  Gold  Corp. (formerly Miranda Diamond Corp. and Thrush Industries,
Inc.),  a     British  Columbia  corporation  ("Assignor");  and

     Otish  Mountain  Diamond  Corp.,  a  Nevada  corporation  ("Assignee")


PRELIMINARY  STATEMENTS  AND  RECITALS

A.     WHEREAS,  the  Province  of  Quebec,  Ministere  des Resources Naturelles
("MRN")  issued  certificates of title to a 100% interest in certain exploration
claims (the "Certificates"), attached hereto as Exhibit I, in the Otish Mountain
and  Superior  Craton  regions of Quebec to Ubex Capital Inc., Monaco Investment
Corp.  and  Carleen  Higgs  (the  "Optionor"  or collectively referred to as the
"Optionors");

B.     WHEREAS,  the Optionors and Assignor entered into the following series of
Mineral Property Option Agreements, including a series of amendments thereto and
their  respective  Schedules A, B and C, whereby Assignor acquired the exclusive
right  and option to acquire an undivided 100% right, title, and interest in and
to certain mining claims (the "Mining Claims") subject to the Net Smelter Return
Royalty  ("NSR")  and  the  Gross  Overriding  Royalty  ("GOR"),  as provided in
Schedules  B  and  C,  respectively,  that  are  the  subject of this Assignment
(collectively  referred  to  as  the "Subject Option Agreements"), which Subject
Option  Agreements  are  attached hereto in their entirety as Exhibit II, series
one  (1)  through  six  (6),  and  incorporated  herein  by  this  reference:

(1)     The  "Lac  Joubert" Mineral Property Option Agreement  dated January 30,
2002,  and  amended agreements dated April 3, 2002, April 14, 2002, May 29, 2002
and  June  28,  2002,  covering  34  claims comprising approximately 4,341 acres
(1,757  hectares);

(2)     The  "Lac  Orillat" Mineral Property Option Agreement  dated January 30,
2002,  and  amended agreements dated April 3, 2002, April 14, 2002, May 29, 2002
and  June  28,  2002,  covering  39  claims comprising approximately 4,978 acres
(2,014  hectares);

(3)     The  "Lac  Herve"  Mineral Property Option Agreement dated September 10,
2002,  covering  277  claims  comprising  approximately  34,382  acres  (13,915
hectares);

(4)     The  "Lac Square Rock" Mineral Property Option Agreement dated September
10,  2002,  covering  75  claims  comprising  approximately  9,488  acres (3,840
hectares);

<PAGE>

(5)     The "Lac Taffanel" Mineral Property Option Agreement dated September 10,
2002  covering  60 claims comprising approximately 7,615 acres (3,082 hectares);
and

(6)     The  "Lac Leran # 2" Mineral Property Option Agreement dated January 30,
2002  and  amended  agreements dated April 3, 2002, April 14, 2002, May 29, 2002
and  June  28,  2002,  covering one (1) claim comprising approximately 129 acres
(52.28  hectares).

C.     WHEREAS,  pursuant  to the Subject Option Agreements, the term "Property"
means  and  includes  those mining claims to which title has been granted to the
Optionors  by  MRN  (the  "Mining  Claims")  and  all  rights  and appurtenances
pertaining  thereto, all water and water rights, rights of way and easements and
rights  of  ingress and egress over, on and through the land on which the Mining
Claims  are  located,  both  recorded and unrecorded, to which the Optionors are
entitled  in  respect  thereof;

D.     WHEREAS,  Assignor  has  exercised  its  rights  under the Subject Option
Agreements  to  acquire  the  Property;

E.     WHEREAS,  the  Subject Option Agreements provide that with the consent of
the  Optionors,  which  consent shall not be unreasonably withheld, Assignor has
the right to assign all or part of its interest in the Subject Option Agreements
to  Assignee  provided  that  Assignee  agrees  to  be bound by the terms of the
Subject  Option  Agreements;

F.     AND  WHEREAS, Assignor desires to assign, sell and convey its interest in
the  Subject  Option  Agreements  to  Assignee  on  the  terms,  provisions  and
conditions  set  forth  herein and Assignee desires to purchase and receive such
assignment  and  conveyance  on  the  terms, provisions and conditions set forth
herein;

     NOW,  THEREFORE,  in  consideration  of  the premises, mutual covenants and
agreements,  and  for  other  good  and  valuable consideration, the receipt and
sufficiency  of  which  are hereby acknowledged, Assignor and Assignee do hereby
agree  as  follows:

<PAGE>

                                    ARTICLE I

                ASSIGNMENT OF MINERAL PROPERTY OPTION AGREEMENTS
     Section 1.01.     Consideration.  For the sum of Fifty-Seven Thousand Three
                       --------------
Hundred  Canadian  Dollars  (CAN$  57,300) and the commitment by the Assignee to
complete  the  obligations  as  outlined  in  this Article I and this Assignment
Agreement,  the  Assignor hereby assigns, sells and conveys to the Assignee, all
of  Assignor's  interest  in  the  Subject  Option  Agreements,  which  interest
constitutes  the  exclusive right and option to acquire an undivided 100% right,
title  and  interest in and to the Property (the "Interest"), subject to the NSR
and  GOR,  except that in Section 4 of the Subject Option Agreements the NSR and
GOR (relating to the amount of royalty to be paid), 3% shall be inserted for 2%.
The  payment  to  the  Assignor  of  CAN$ 57,300 shall be paid in full  upon the
Closing.

     Section  1.02.     Finder's  Fee and Commission.  The Assignee acknowledges
                        ----------------------------
that  the  Assignor  shall  pay  a  finders  fee  in the amount of CAN$ 2,200 to
Patrick  Grundle,  who  acted  for  Assignor in connection with this Assignment.
Such  payment  shall  be  made  through  Mr.  Grundle's  firm, Bolder Investment
Partners.   The  Assignor  agrees  to  indemnify  Assignee  with respect to this
payment  as  provided  in  Section  5.02.

     Section  1.03.     Minimum  Exploration  Expenditures and Renewal Fees. (a)
                        ---------------------------------------------------
The  Assignee  shall, at least two (2) months before the expiration date of each
Mining  Claim,  either  spend  a minimum of $135 per Mining Claim on exploration
(the "Minimum Exploration Expenditure") or provide written notice to Assignor of
Assignee's  intent  not  to spend such amount or complete such exploration.  The
Mining  Claims,  Minimum Exploration Expenditure, and the most recent expiration
dates  and  exploration  completion or notice due dates are set forth in Exhibit
III,  attached  hereto.

     (b)     The  Assignee  shall, at least two (2) months before the expiration
date  of each Mining Claim, either pay the Claim Maintenance/Renewal Fee of $105
per  Mining Claim to the appropriate governmental authority (the "Renewal Fees")
or  provide written notice to the Assignor of the Assignee's intent not to spend
such  amount.  The Mining Claims, Renewal Fees, and most recent expiration dates
are  set  forth  in  Exhibit  III  attached  hereto.

(c)     In  the  event  that  the  Assignee  either  fails  to spend the Minimum
Exploration  Expenditure  and  pay  the Renewal Fees on or before the expiration
dates  as  set  out  in  Exhibit  III  hereto, or provides written notice to the
Assignee  of  its  intention not to do so in accordance with section 1.03(a) and
(b)  above,  then  the  Assignor  shall  have  the  option  to  assume  the
responsibilities  to  pay  the  Renewal  Fees  and/or  to  expend  the  Minimum
Exploration  Expenditure  and  shall,  if  it chooses to do so, reacquire to the
Mining  Claims  and  Property  by  doing  so.  The  Assignee  shall  cooperate,
reasonably,  with  the  Assignor,  and  execute  any documents as may reasonably
necessary  or  required  in order to allow the Assignor to reassume title to the
Mining  Claims  and  Property,  but  the Assignee shall have no liability to the
Assignor  or  the  Optionors  if  it  fails  to  expend  the Minimum Exploration
Expenditures  or  to  pay  the  Renewal  Fees  as  set  out  above.

     Section  1.04.      Agreements  to  be  Bound.  Assignee hereby agrees that
                         --------------------------
this  Assignment  Of Interest In Mineral Property Option Agreement is subject to
the  terms  of  the  Subject  Option Agreements and Assignee hereby agrees to be
bound  by the terms of the Subject Option Agreements including the change to the
NSR  and  GOR  as  described  in  section  1.01  herein.

<PAGE>

     Section  1.05.     Closing.  The  closing  ("Closing")  of  the transaction
                        -------
contemplated  by  this  Assignment  shall  be  on a date and at such time as the
parties may agree ("Closing Date") but not later than  September 5, 2003 subject
to  the  right of the Assignor or the Assignee to extend such Closing Date by up
to  an  additional  ten  (10) days.  Such Closing shall take place at a mutually
agreeable  time  and  place.  The  Closing  shall  take  place  after:

     (a)     all  parties  have  executed  this  Agreement;

     (b)     the  Optionors  have executed the consents to this Agreement as set
out  in  Section  6.04  (  and  attached  hereto  as  Exhibit  IV)

     (c)     the Assignor has delivered all Data in accordance with Section 4.03
of  this  Agreement;

     (d)     the  conditions  set  out in Article VI of this Agreement have been
satisfied  and the Assignor has completed the steps set out in, and provided the
documents  required  by,  Section  6.04  to  this  Agreement;

     (e)     the  Assignee  has  delivered,  into  the  trust  account  of  its
solicitors,  the  sum  of  $57,300  (CDN)  as  required  by Section 1.01 of this
Agreement.

     Section  1.06.     Steps  Prior to Closing.  The parties shall execute this
                        ------------------------
Agreement,  and  shall  provide  executed  copies of this Agreement to the other
parties  of record in accordance with the terms of this Agreement, no later than
August  27,  2003.

     The  Assignee shall deliver into its solicitor's trust account, and provide
written  notice to the Assignor of such delivery, the sum of $57,300 (CDN) on or
before  August 29, 2003, all other terms and conditions required for the Closing
(with the sole exception of recording title of the Assignee against the Property
in  accordance  with  section  6.04  (b)  herein)  shall take place on or before
September 3, 2003, and all parties shall provide written notice to other parties
of  record to this Agreement, in accordance with the terms of this Agreement, of
the  satisfaction  of such terms and conditions, on or before September 3, 2003.



                                   ARTICLE II

       REPRESENTATIONS, COVENANTS AND WARRANTIES OF ASSIGNOR AND OPTIONORS

     As  an  inducement  to,  and  to  obtain  the reliance of the Assignee, the
Assignor  and  represents  and  warrants  as  follows:

     Section 2.01.     Authority.  The Assignor and Optionors have all requisite
                       ---------
power  and  authority,  corporate  or  otherwise,  to  execute  and deliver this
Assignment,  and the Optionors have all requisite power and authority, corporate
or otherwise to execute and deliver their written consent, and to consummate the
transactions  contemplated  hereby  and thereby.  The Assignor and the Optionors
have  duly  and  validly  executed  and  delivered  this  Assignment and written
consent,  respectively, and will, on or prior to the Closing, execute such other
documents  as  may  be  required  hereunder,  assuming  the  due  authorization,
execution  and  delivery  of  this Assignment and written consent by the parties
hereto  and  thereto.

<PAGE>

     Section 2.02.     Valid Obligation.  This Assignment constitutes the legal,
                       ----------------
valid and binding obligation of the Assignor (and the Optionors, as applicable),
enforceable against the Assignor and the Optionors, as applicable, in accordance
with  its  terms,  except  as  such  enforcement  may  be  limited by applicable
bankruptcy,  insolvency,  reorganization,  moratorium  or similar laws affecting
creditors'  rights  generally  and  general  equitable  principles.

     Section  2.03.  No  Conflict. The execution and delivery by the Assignor of
                     -------------
this Assignment and the Optionors of their written consent, and the consummation
of the transactions contemplated hereby and thereby, do not and will not, by the
lapse of time, the giving of notice or otherwise:  (a) constitute a violation of
any  law; (b) constitute a breach or violation of any provision contained in the
Articles  of  Incorporation  or  Bylaws  or similar documents of Assignor or the
Optionors,  as  applicable; or (c) result in or require the creation of any lien
(except  for  the  rights of the Assignee under this Agreement) upon the Subject
Option  Agreements,  Property,  Mining  Claims  or  Certificates.

     Section 2.04.  Consents and Approvals.  Except for the possible approval of
                    ----------------------
the  Exchange, to the knowledge of the parties hereto, no governmental approvals
and  no  notifications,  filings  or  registrations  to or with any governmental
authority  or  any  other person is or will be necessary for the valid execution
and  delivery by the Assignor of this Assignment, the Optionors of their written
consent, or the consummation of the transactions contemplated hereby or thereby,
or  the  enforceability  hereof  or  thereof.

     Section  2.05.  Litigation.  There  are  no  claims  pending  or,  to  the
                     ----------
knowledge  of  the  Assignor,  threatened against or affecting the Assignor, the
Optionors,  Subject  Option Agreements, Property, Mining Claims or Certificates.
The  Assignor has no knowledge of the basis for any claim, against the Assignor,
the  Optionors, or any other entity, which alone or in the aggregate:  (a) could
reasonably  be  expected  to result in any liability with respect to the Subject
Option  Agreements,  Property,  Mining  Claims  or Certificates; or (b) seeks to
restrain  or enjoin the execution and delivery of this Assignment, the Optionors
written  consent,  or  the  consummation of any of the transactions contemplated
hereby  or  thereby.  There are no judgments or outstanding orders, injunctions,
decrees,  stipulations or awards against the Assignor, Optionors, Subject Option
Agreements,  Property,  Mining  Claims  or  Certificates.

     Section  2.06.  Disclosure.  The Subject Option Agreements, as amended, and
                     -----------
the  schedules,  documents,  exhibits,  reports,  certificates and other written
statements  and  information  furnished  by  or on behalf of the Assignor and/or
Optionors  to  the Assignee do not contain any material misstatement of fact or,
to  the  knowledge  of  the Assignor, omit to state a material fact necessary in
order  to  make  the statements contained therein, in light of the circumstances
under  which  they were made, not misleading.  The Assignor has not withheld any
fact  known  to it that has, or is reasonably likely to have, a material adverse
effect with respect to the Subject Option Agreements, Property, Mining Claims or
Certificates.

     Section  2.07.     Obligations regarding the Property.  The information and
                        -----------------------------------
obligations  set  out in Section 1.03 and Exhibit III to this Agreement comprise
all  of  the  obligations necessary for the Assignee to keep title to the Mining
Claims and the Property in good standing to the dates set out in Exhibit III and
to  then  obtain  a two (2) year Renewal of the Mining Claims and Property.  The
Assignor represents and warrants that the terms of the Subject Option Agreements
comprise  all  obligations which the Assignor and Optionors have with regards to
the  Property, to the knowledge of the Assignor, save and except any obligations
to  governmental  authorities or agencies which are disclosed in this Agreement,
and that there are no further obligations of the Optionors or Assignors relating
to the Properties or Mining Cliams known to the Assignor which are not disclosed
in  this  Agreement.

<PAGE>

     Section  2.08     Accuracy  of  Recitals.  The  Assignor  and the Optionors
                       ----------------------
represent  and  warrant  that the matters and facts set forth in the preliminary
statements  and  recitals  to  this  Agreement,  items  A-E,  are  accurate.


     Section  2.09.     Ownership.  The  Assignor  represents  and warrants that
                        ---------
it  owns  100%  of the Subject Option Agreements and the Property, Mining Claims
and  Certificates  immediately  prior  to  the  execution  and  delivery of this
Assignment.  Furthermore,  the Assignor represents and warrants that the Subject
Option  Agreements  are  valid,  binding  and  otherwise fully enforceable by or
against  the  Assignor  or  the  Optionors.


     Section  2.10     Defense  of  Title.  Assignor  specifically  warrants and
                       ------------------
agrees  to  defend the title to the Subject Option Agreements against the claims
and  demands of all persons claiming the same or any part thereof by, through or
under  Assignor,  but  not  otherwise.

     Section  2.11.     Brokers;  Finders  and  Financial  Advisors.  Except  as
                        -------------------------------------------
otherwise  provided  in Section 1.02, no broker, finder or financial advisor has
acted  for  Assignor  in  connection  with  this  Assignment or the transactions
contemplated  hereby  or  thereby, and no broker, finder or financial advisor is
entitled  to  any  broker's,  finder's  or  financial  advisor's  fee  or  other
commission  in  respect  thereof based in any way on any contract with Assignor.
Assignor  agrees  to  indemnify  Assignee  as  provided  in  Section  5.02.

                                   ARTICLE III

              REPRESENTATIONS, COVENANTS AND WARRANTIES OF ASSIGNEE

     As  an  inducement  to,  and to obtain the reliance of the Assignor and the
Optionors,  the  Assignee  represent  and  warrant  as  follows:

     Section  3.01.     Authority.  The  Assignee  has  all  requisite power and
                        ---------
authority, corporate or otherwise, to execute and deliver this Assignment and to
consummate  the  transactions contemplated hereby and thereby.  The Assignee has
duly and validly executed and delivered this Assignment and will, on or prior to
the  Closing,  execute,  such  other documents as may be required hereunder and,
assuming the due authorization, execution and delivery of this Assignment by the
parties  hereto  and  thereto.

     Section 3.02.     Valid Obligation.  This Assignment constitutes the legal,
                       ----------------
valid  and  binding obligation of the Assignee, enforceable against the Assignee
in  accordance  with  its  terms,  except  as such enforcement may be limited by
applicable  bankruptcy,  insolvency,  reorganization, moratorium or similar laws
affecting  creditors'  rights  generally  and  general  equitable  principles.

<PAGE>

     Section  3.03.  No Conflict.  The execution and delivery by the Assignee of
                     -----------
this Assignment and the consummation of the transactions contemplated hereby and
thereby,  do  not  and  will  not, by the lapse of time, the giving of notice or
otherwise:  (a) constitute a violation of any law; or (b) constitute a breach or
violation  of any provision contained in the Articles of Incorporation or Bylaws
of  the  Assignee.

     Section  3.04.  Consents  and  Approvals.  To  the knowledge of the parties
                     ------------------------
hereto, no governmental approvals and no notifications, filings or registrations
to  or  with  any  governmental  authority  or  any  other  person is or will be
necessary for the valid execution and delivery by the Assignee of this Agreement
or  the  consummation of the transactions contemplated hereby or thereby, or the
enforceability  hereof  or thereof, other than those which have been obtained or
made  and  are  in  full  force  and  effect.

     Section  3.05.     Brokers;  Finders  and  Financial  Advisors.  No broker,
                        -------------------------------------------
finder  or  financial  advisor  has  acted  for Assignee in connection with this
Assignment  or  the  transactions contemplated hereby or thereby, and no broker,
finder  or  financial advisor is entitled to any broker's, finder's or financial
advisor's  fee  or  other  commission in respect thereof based in any way on any
contract  with  Assignee.

                                   ARTICLE IV

                                SPECIAL COVENANTS

     Section  4.01.  Further  Assurances.  The  Assignor,  the Optionors and the
                     -------------------
Assignee agree that, from time to time, whether before, at or after the Closing,
each  of them will take such other action, execute, acknowledge and deliver such
contracts,  deeds, or other documents, and cooperate with each other in order to
obtain any required third party consents to this Assignment and the transactions
herein contemplated, including the approval of the Exchange, if necessary (a) as
may  be  reasonably  requested  and  necessary  or  appropriate to carry out the
purposes  and  intent  of  this  Assignment;  or  (b)  to effect or evidence the
assignment  to the Assignee of the Interest held by, or recorded in the name of,
the  Assignor.

     Section  4.02.     Access  to the Property.  The Assignee and the Optionors
                        -----------------------
will  afford  to  the  Assignee or the authorized representative of the Assignee
physical  access to the land on which the Property is located, in order that the
Assignee may have a full opportunity to make such reasonable investigation as it
shall desire to make of the condition of the land and the physical nature of the
Property.  Any  such  investigation  and  examination  shall  be  conducted  at
reasonable times and under reasonable circumstances, and each party hereto shall
cooperate  fully  therein.  No  investigation  or  failure  to  conduct  an
investigation  by  the  Assignee hereto shall, however, diminish or waive in any
way  any  of  the  representations,  warranties,  covenants or agreements of the
Assignor  or  the  Optionors  under  this  Assignment.

     Section  4.03     Reports  and  Data.  The  Assignor  shall  provide to the
                       ------------------
Assignee, upon the Closing, copies of all reports, data, drill logs, engineering
studies,  geological  assessments,  43-101 reports, or other information or data
relating  to,  or derived from, the Properties and the Subject Option Agreements
(the  "Data").  The  Assignor  consents  to, and authorizes, the Assignee to use
Data  for  its own purposes, and to disclose all such Data as the Assignee deems
fit.  The Assignee acknowledges that such Data may also relate to, or be derived
from,  in  whole  or  part,  other  mining  claims, interests or rights owned or
controlled  by  the  Assignor  or  the  Optionors  and  that the Assignor or the
Optionors  may  also  wish  to  utilize,  rely  upon, and disclose, the Data and
consents  to  the  Assignor  or  the Optionors doing so with respect to any such
other  mining  rights,  claims, or interests which are not specifically assigned
pursuant  to  this  Agreement.

<PAGE>

                                    ARTICLE V

                                 INDEMNIFICATION

     Section  5.01.  Indemnification  of  Assignor.  Subject  to  the  terms and
                     -----------------------------
conditions  of  this  Article  V, from and after the Closing, Assignee agrees to
indemnify, defend and hold harmless the Assignor, its respective affiliates, its
respective  present  and former directors, officers, shareholders, employees and
agents and its respective heirs, executors, administrators, successors and other
assigns  (the  "Assignor  Indemnified  Persons"),  from  and against any and all
claims,  liabilities and losses which may be imposed on, incurred by or asserted
against  any  Assignor  Indemnified  Person,  arising  out of or resulting from,
directly  or  indirectly:

     (a)     the  inaccuracy  of any representation or breach of any warranty of
the  Assignee  contained  in  or  made pursuant to this Assignment which was not
disclosed to the Assignor in writing prior to the Closing; provided that no such
notification  shall  be  deemed  to waive or abrogate any right of Assignor with
respect  to  conditions  to  Closing  in  Section  6.02;

     (b)     the  breach  of any covenant or agreements of Assignee contained in
this  Assignment;  or

     (c)     any  claim  to  fees  or  costs  for alleged services rendered by a
broker,  agent,  finder or other person claiming to act in a similar capacity at
the  request  of  the  Assignee  in  connection  with  this  Assignment;

provided,  however,  that  Assignee  shall  not be liable for any portion of any
claims,  liabilities  or  losses resulting from a material breach by Assignor of
its  obligations  under this Assignment or from an Assignor Indemnified Person's
gross  negligence,  fraud  or  willful  misconduct.

     Section  5.02.  Indemnification  of  Assignee.  Subject  to  the  terms and
                     -----------------------------
conditions  of this Article V, the Assignor agrees to indemnify, defend and hold
harmless  the  Assignee,  its  respective affiliates, its respective present and
former  directors,  officers,  shareholders,  employees  and  agents  and  its
respective  heirs,  executors,  administrators,  successors  and  assigns  (the
"Assignee Indemnified Persons") from and against any and all claims, liabilities
and losses which may be imposed on, incurred by or asserted against any Assignee
Indemnified  Person,  arising  out of or resulting from, directly or indirectly:

     (a)     the  inaccuracy  of any representation or breach of any warranty of
Assignor  contained  in  or  made  pursuant  to  this  Assignment  which was not
disclosed  to  Assignee  in  writing prior to the Closing; provided that no such
notification  shall  be  deemed  to waive or abrogate any right of Assignor with
respect  to  conditions  to  Closing  in  Section  6.03;

     (b)     the  breach  of any covenant or agreements of Assignor contained in
this  Assignment;  or

<PAGE>

     (c)     any claim to fees or costs for alleged services by a broker, agent,
finder  or  other person claiming to act in a similar capacity at the request of
Assignor  in  connection  with  this  Assignment;

provided,  however,  that  Assignor  shall  not be liable for any portion of any
claims,  liabilities  or losses resulting from a material breach by Assignee, of
any  of  its  obligations  under this Assignment or from an Assignee Indemnified
Person's  gross  negligence,  fraud  or  willful  misconduct.

                                   ARTICLE VI

                                   CONDITIONS

     Section  6.01.  Conditions  to  Obligations  of  each  of the Parties.  The
                     -----------------------------------------------------
respective obligations of each party to consummate the transactions contemplated
hereby  shall  be  subject  to the fulfillment at or prior to the Closing of the
following conditions: (a) no preliminary or permanent injunction or other order,
decree  or  ruling  which  prevents  the  consummation  of  the  transactions
contemplated by this Assignment shall have been issued and remain in effect; (b)
no claim shall have been asserted, threatened or commenced and no law shall have
been  enacted,  promulgated  or issued which would reasonably be expected to (i)
prohibit  the  assignment  of,  payment  for  or  retention  of the Interests by
Assignee or the consummation of the transactions contemplated by this Assignment
or  (ii)  make  the  consummation  of any such transactions illegal; and (c) all
approvals legally required for the consummation of the transactions contemplated
by  this  Assignment shall have been obtained and be in full force and effect at
the  Closing.

     Section  6.02.  Conditions  to Obligations of Assignor.  The obligations of
                     --------------------------------------
the Assignor to consummate the transactions contemplated hereby shall be subject
to  the  fulfillment at or prior to the Closing Date of the following additional
conditions,  except as the Assignor may waive in writing: (a) the Assignee shall
have  complied  with  and  performed  in all material respects all of the terms,
covenants,  agreements  and  conditions  contained  in this Assignment which are
required  to  be complied with and performed on or prior to Closing; and (b) the
representations  and  warranties  of  the Assignee in this Assignment shall have
been  true  and  correct  on the date hereof or thereof, as applicable, and such
representations  and  warranties shall be true and correct on and at the Closing
(except  those,  if  any,  expressly stated to be true and correct at an earlier
date),  with  the  same  force  and  effect  as  though such representations and
warranties  had  been  made  on  and  at  the  Closing.

     Section  6.03.  Conditions  Precedent  to  Obligations  of  Assignee.  The
                     ----------------------------------------------------
obligations  of  the Assignee to consummate the transactions contemplated hereby
shall  be  subject  to  the  fulfillment at or prior to Closing of the following
additional  conditions,  except  as  the  Assignee may waive in writing: (a) the
Assignor  shall have complied with and performed in all material respects all of
the  terms,  covenants,  agreements  and conditions contained in this Assignment
which  are  required  to  be complied with and performed on or prior to Closing,
including  those  set  out  in Sections 1.06, 4.03, and 6.04 herein; and (b) the
representations  and  warranties  of  the Assignor in this Assignment shall have
been  true  and  correct  on the date hereof or thereof, as applicable, and such
representations  and  warranties shall be true and correct on and at the Closing
(except  those,  if  any,  expressly stated to be true and correct at an earlier
date),  with  the  same  force  and  effect  as  though such representations and
warranties  had  been  made  on  and  at  the  Closing.

<PAGE>

     Section  6.04.     Condition  Precedent  to  Obligations  of Assignee.  The
                        --------------------------------------------------
obligations  of  the Assignee to consummate the transactions contemplated hereby
shall  remain  subject  to  the  fulfillment  after  Closing  of  the  following
additional  conditions,  except  as  the  Assignee may waive in writing: (a) the
Assignor  shall  cause  the  Optionors  to provide written consent as set out in
Section  1.06  of  this  Assignment  Agreement  (in  the form attached hereto as
Exhibit  IV);  and  (b) the Assignor shall record on behalf of the Assignee this
Assignment  against  title  to  the  Property  within  ten  (10)  days after the
execution  hereof.  In  the  event  that  the Optionors does not provide written
consent  within  the applicable time, or the Assignor does not record within the
applicable  time,  the  Assignee  may  rescind  this  Assignment.

                                   ARTICLE VII

                                  MISCELLANEOUS

     Section  7.01.     Benefit  and  Burden.  All  of the terms, provisions and
                        --------------------
conditions  of  this  Assignment  shall  be  binding upon and shall inure to the
benefit  of  and  be  enforceable  by  the  parties  hereto and their respective
successors  and  permitted  assigns.

     Section  7.02.     No Third Party Rights.  Nothing in this Assignment shall
                        ---------------------
be deemed to create any right in any creditor or other person not a party hereto
(other  than  the  Optionors,  the Assignor Indemnified Persons and the Assignee
Indemnified  Persons)  and this Assignment shall not be construed in any respect
to  be  a contract in whole or in part for the benefit of any third party (other
than  the  Optionors,  the  Assignor  Indemnified  Persons  and  the  Assignee
Indemnified  Persons).

     Section  7.03.     Notices.  Any  and  all  notices,  requests  or  other
                        --------
communications  hereunder  shall  be  given  in  writing  and  delivered by: (a)
regular,  overnight  or registered or certified mail (return receipt requested),
with first class postage prepaid; (b) hand delivery; (c) facsimile transmission;
or  (d)  overnight courier service, to the parties at the following addresses or
facsimile  numbers:

(i)  if  to  Assignor,  to:          Dennis  L.  Higgs,
                                     Miranda  Gold  Corp.
                                     Suite  306  -  1140  Homer  Street
                                     Vancouver,  British  Columbia
                                     V6B  2X6
                                     Telephone  Number  (604)  689-1659
                                     Facsimile  Number  (604)  689-1722




(ii)  if  to  Assignee,  to:         Otish  Mountain  Diamond  Corp.
                                     c/o  David  M.  Loev,  Attorney  at  Law
                                     2777  Allen  Parkway
                                     Suite  1000
                                     Houston,  Texas  77019
                                     Facsimile  Number:  (713)  524-  4122
                                     Telephone  Number:  (713)  524-  4110

<PAGE>

      Copies  to:                    David  M.  Loev,  Attorney  at  Law
                                     2777  Allen  Parkway
                                     Suite  1000
                                     Houston,  Texas  77019
                                     Facsimile  Number:  (713)  524-4122
                                     Telephone  Number:  (713)  524-4110

or  at  such  other  address  or  number as shall be designated by either of the
parties  in  a  notice  to the other party given in accordance with this Section
7.03.  Except  as otherwise provided in this Assignment, all such communications
shall  be  deemed  to  have been duly given: (A) in the case of a notice sent by
regular  or  registered  or certified mail, three business days after it is duly
deposited  in  the  mails;  (B)  in the case of a notice delivered by hand, when
personally  delivered;  (C)  in  the  case  of  a notice sent by facsimile, upon
transmission  subject  to telephone confirmation of receipt; and (D) in the case
of  a  notice  sent  by  overnight  mail  or overnight courier service, the next
business  day  after such notice is mailed or delivered to such courier, in each
case  given  or  addressed  as  aforesaid.

     Section  7.04.     Governing  Law.  This  Agreement  shall  be construed in
                        ---------------
accordance  with  and governed by the laws of the State of Nevada, excluding any
provision  which  would  require  the use of the laws of any other jurisdiction.

     Section  7.05.     Entire  Agreements,  Amendments  and  Waivers.  This
                        ---------------------------------------------
Agreement  constitutes the entire Agreements of the parties hereto and expressly
supersedes all prior and contemporaneous understandings and commitments, whether
written  or  oral,  with  respect  to the subject matter hereof.  No variations,
modifications, changes or extensions of this Agreement or any other terms hereof
shall  be  binding  upon  any  party  hereto unless set forth in a document duly
executed  by  such  party  or  an  authorized  agent  of  such  party.

     Section  7.06.     Survival; Termination.  The representations, warranties,
                        ---------------------
and  covenants  of  the  respective  parties  shall  survive the Closing and the
consummation  of  the  transactions  herein contemplated for a period of two (2)
years,  or  such  longer  period  as  may  be  determined  by the Subject Option
Agreements.

     Section 7.07.     Counterparts.  This Agreement may be executed in multiple
                       ------------
counterparts,  each  of which shall be deemed an original and all of which taken
together  shall  be  but  a  single  instrument.

     Section  7.08.     Captions  and  Headings.  The  captions  and  headings
                        ------------------------
contained in this Agreement are inserted and included solely for convenience and
shall  not be considered or given any effect in construing the provisions hereof
if  any  question  of  intent  should  arise.

     Section  7.09.     Gender;  Use  of Nouns.  Words used in this Agreement in
                        ----------------------
any  gender  will be deemed to include the masculine, feminine or neuter gender;
singular  words  will  include  the  plural  and  plural  words will include the
singular.

     Section  7.10.     Severability.  The invalidity or unenforceability of any
                        ------------
term,  phrase,  clause,  paragraph,  restriction,  covenant, Agreements or other
provision  of  this Agreement shall in no way affect the validity or enforcement
of  any  other  provision  or  any  part  thereof.

<PAGE>

     Section  7.11.     Faxed  Copies.  For  purposes of this Agreement, a faxed
                        -------------
signature  will  constitute  an  original  signature.

<PAGE>

     IN  WITNESS WHEREOF, the parties hereto have executed this Assignment as of
the  day  and  year  first  written  above.


                         MIRANDA  GOLD  CORP.
                         (FORMERLY  MIRANDA  DIAMOND  CORP.  AND
                         THRUSH  INDUSTRIES  INC.)

                         By: /s/ Dennis Higgs
                            ----------------------------------
                         Its: President
                            ----------------------------------




                         OTISH  MOUNTAIN  DIAMOND  CORP.


                         By: /s/ Alon Friedlander
                            ----------------------------------

                         Its: President
                            ----------------------------------

<PAGE>

                                                                      EXHIBIT IV
                                                                      ----------

                                 WRITTEN CONSENT

                                       TO

          ASSIGNMENT OF INTEREST IN MINERAL PROPERTY OPTION AGREEMENTS


     Ubex  Capital,  Inc.,  Monaco  Investment  Corp.,  and/or  Carleen  Higgs
("Optionors"),  hereby  provide  their  written  consent  to  the  Assignment of
Interest  In  Mineral  Property Option Agreements made effective the 19th day of
August,  2003, by and between Miranda Gold Corp. (formerly Miranda Diamond Corp.
and  Thrush  Industries,  Inc.), a British Columbia corporation ("Assignor") and
Otish  Mountain  Diamond  Corp.,  a  Nevada  corporation  ("Assignee")  (the
"Assignment"), which Assignee has thereby agreed to be bound by the terms of the
Subject  Option  Agreements,  as  such  term  is  defined  in the Assignment and
attached  thereto  as  Exhibit  II,  series  one  (1)  through  (6).


                         UBEX CAPITAL, INC.


                         By: /s/ Dennis Higgs
                            ----------------------------------

                         Its:  President
                            ----------------------------------


                         MONACO INVESTMENT CORP.


                         By: /s/ Dennis Higgs
                            ----------------------------------

                         Its: President
                            ----------------------------------

                            /s/ Carleen Higgs
                            ----------------------------------
                            Carleen Higgs

<PAGE>

                                                                     EXHIBIT III



<TABLE>
<CAPTION>


A.     EXPLORATION EXPENDITURES


PROPERTY            MINING     EXPIRATION    MINIMUM     EXPLORATION
                    CLAIMS        DATE     EXPLORATION  COMPLETION OR
                                            EXPENDITURE   NOTICE DUE
                                                 $           DATE
---------------------------------------------------------------------
<S>              <C>           <C>         <C>          <C>

Lac Joubert           34       11-Feb-04        4,590      11-Dec-03
Lac Orillat           39       13-Feb-04        5,265      13-Dec-03
Lac Herve            277       22-Apr-04       37,395      22-Feb-04
Lac Square Rock       75        2-Apr-04       10,125       2-Feb-04
Lac Taffanel          60       25-Mar-04        8,100      25-Jan-04
Lac Leran # 2          1       27-Feb-04          135      27-Dec-03
---------------------------------------------------------------------
     TOTAL            486                      65,610
</TABLE>


<TABLE>
<CAPTION>


B.     CLAIM MAINTENANCE/RENEWAL FEES


PROPERTY            MINING     EXPIRATION      CLAIM          CLAIM
                    CLAIMS        DATE      MAINTENANCE/  MAINTENANCE/
                                            RENEWAL FEE   RENEWAL FEE
                                                  $         DUE DATE
---------------------------------------------------------------------
<S>              <C>           <C>          <C>           <C>
Lac Joubert           34        11-Feb-04         3,570      11-Dec-03
Lac Orillat           39        13-Feb-04         4,095      13-Dec-03
Lac Herve            277        22-Apr-04        29,085      22-Feb-04
Lac Square Rock       75         2-Apr-04         7,875       2-Feb-04
Lac Taffanel          60        25-Mar-04         6,300      25-Jan-04
Lac Leran # 2          1        27-Feb-04           105      27-Dec-03
---------------------------------------------------------------------
     TOTAL            486                        51,030
</TABLE>

<PAGE>


</TEXT>
</DOCUMENT>
