8-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 14, 2004

ROYAL GOLD, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-5664	84-0835164
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
1660 Wynkoop Street, Suite 1000, Denver, CO		80202-1132
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 303-573-1660

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Press Release

Production Payment Agreement

Royalty Deed

Agreement

Item 1.01 Entry into a Material Definitive Agreement

On October 14, 2004, Royal Gold, Inc. entered into a three-part transaction with Revett Silver Company and its wholly-owned subsidiary, Genesis Inc. (“Revett”), by providing $8.5 million for two royalty interests and shares of Revett.

In exchange for financing of $7.25 million, Royal Gold obtained payments equivalent to a 7.0% gross smelter return royalty (“GSR Royalty”) from all metals and products produced and sold from the Troy mine, located in northwestern Montana. The GSR Royalty will extend until either cumulative production of 90% of the current reserves is reached, or Royal Gold receives $10.5 million in cumulative payments, whichever occurs first.

In a second transaction, Royal Gold acquired a perpetual GSR royalty (“Perpetual Royalty”) at the Troy mine for $250,000 allowing the Company to capture the upside potential on any additional production in excess of 100% of the currently identified reserves. The rate for this Perpetual Royalty begins at 6.1% and steps down to a perpetual 2% after cumulative production has exceeded 115% of the current reserves.

In a third transaction, Royal Gold purchased 1.3 million shares of Revett’s common stock for $1.0 million. These shares can be converted, under certain circumstances and at the election of Royal Gold, into a 1% net smelter return (NSR) royalty on the Rock Creek mine, also located in northwestern Montana and owned by Revett.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1	Press Release dated October 14, 2004, titled Royal Gold Expands Royalty Portfolio through Financing Transaction.
Exhibit 10.1(a)	Production Payment Agreement, dated October 13, 2004, between Genesis Inc. and Royal Gold, Inc.
Exhibit 10.1(b)	Royalty Deed, dated October 13, 2004, between Genesis Inc. and Royal Gold, Inc.
Exhibit 10.1(c)	Agreement, dated October 13, 2004, between Revett Silver Company and Royal Gold, Inc.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Royal Gold, Inc.
(Registrant)
By:	/s/ Karen Gross
Name:	Karen Gross
Title:	Vice President & Corporate Secretary

Dated: October 18, 2004

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EXHIBIT INDEX

Exhibit 99.1	Press Release dated October 14, 2004, titled Royal Gold Expands Royalty Portfolio through Financing Transaction.
Exhibit 10.1(a)	Production Payment Agreement, dated October 13, 2004, between Genesis Inc. and Royal Gold, Inc.
Exhibit 10.1(b)	Royalty Deed, dated October 13, 2004, between Genesis Inc. and Royal Gold, Inc.
Exhibit 10.1(c)	Agreement, dated October 13, 2004, between Revett Silver Company and Royal Gold, Inc.

EX-99.1

Exhibit 99.1

1660 Wynkoop St., Suite 1000
Denver, Colorado 80202-1132
PHONE: 303 573-1660
FAX: 303 595-9385
EMAIL: royalgold@royalgold.com
www.royalgold.com

FOR IMMEDIATE RELEASE:	FOR FURTHER INFORMATION CONTACT:
	Stanley Dempsey, Chairman and Chief Executive Officer
	Karen Gross, Vice President and Corporate Secretary
	(303) 573-1660

ROYAL GOLD EXPANDS ROYALTY PORTFOLIO
THROUGH FINANCING TRANSACTION

     DENVER, COLORADO. OCTOBER 14, 2004: ROYAL GOLD, INC. (NASDAQ:RGLD; TSX:RGL) today announced that it has signed agreements adding a new revenue stream to its royalty portfolio. In a three part transaction, Royal Gold provided a total of $8.5 million to Revett Silver Company and its wholly-owned subsidiary, Genesis Inc. (“Revett”), for two royalty interests and shares of Revett. Revett will use the proceeds to re-open the Troy underground mine, located in northwestern Montana. Production at the Troy mine is expected to begin in late 2004.

     In exchange for financing of $7.25 million, Royal Gold obtained payments equivalent to a 7.0% gross smelter return royalty (“GSR Royalty”) from all metals and products produced and sold from the Troy mine. The GSR Royalty will extend until either cumulative production of 90% of the current reserves is reached, or Royal Gold receives $10.5 million in cumulative payments, whichever occurs first.

     In a second transaction, Royal Gold acquired a perpetual GSR royalty (“Perpetual Royalty”) at the Troy mine for $250,000 allowing the Company to capture the upside potential on any additional production in excess of 100% of the currently identified reserves. The rate for this Perpetual Royalty begins at 6.1% and steps down to a perpetual 2% after cumulative production has exceeded 115% of the current reserves.

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     In a third transaction, Royal Gold purchased 1.3 million shares of Revett’s common stock for $1.0 million. These shares can be converted, under certain circumstances and at the election of Royal Gold, into a 1% net smelter return (NSR) royalty on the Rock Creek mine, also located in northwestern Montana and owned by Revett.

     Tony Jensen, Royal Gold’s President and COO stated, “We are pleased with the financial impact these transactions will have on the Company, as well as the opportunity to add to the silver side of our portfolio.”

     Revett has completed an ore reserve statement under Canadian Instrument 43-101 which, as of August 2004, states that proven and probable reserves total approximately 8.7 million tons of ore, at an average grade of 1.57 ounces per ton silver and 0.65% copper, containing about 13.6 million ounces of silver and 113.2 million pounds of copper. Revett expects average annual production of 3 million ounces of silver and 25 million pounds of copper at the Troy mine.

     The Troy mine was previously owned by Asarco and Kennecott, and operated by Asarco. The mine produced approximately 44 million ounces of silver and 390 million pounds of copper from 1981 through 1993.

     The Rock Creek project is presently undeveloped but received a Record of Decision approving a Plan of Operations, from the U.S. Forest Service in June 2003. Revett has also completed a Canadian Instrument 43-101 Report for the Rock Creek deposit, which contains 137 million tons of mineralized material, at an average grade of 1.6 ounces per ton silver and 0.72% copper. ¹

     Revett is a privately held resource development company based in Spokane, Washington.

     Royal Gold is a precious metals royalty company engaging in the acquisition and management of precious metal royalty interests. Royal Gold is publicly traded on the NASDAQ National Market System under the symbol “RGLD,” and on the Toronto Stock Exchange under the symbol “RGL.” The Company’s web page is located at www.royalgold.com.

    ¹ Revett uses definitions that conform to the Canadian Institute of Mining, Metallurgy and Petroleum definitions as of the effective date of estimation as required by National Instrument 43-101 of the Canadian Securities Administrators. Royal Gold, for purpose of disclosure according to U.S. standards, uses the term “mineralized material” instead of the term “inferred resources.”

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Cautionary “Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: With the exception of historical matters, the matters discussed in this press release are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from projections or estimates contained herein. Such forward-looking statements include statements regarding royalty acquisitions, financing transactions, production forecasts, reserves and mineralized material. Factors that could cause actual results to differ materially from projections include, among others, precious metals prices, decisions and activities of the operator of this property, unanticipated grade, geological, metallurgical, processing or other problems the operator may encounter, changes in project parameters as plans continue to be refined, economic and market conditions, as well as other factors described elsewhere in this press release and in our Annual Report on Form 10-K, and other filings with the Securities and Exchange Commission. Most of these factors are beyond the Company’s ability to predict or control. The Company disclaims any obligation to update any forward-looking statement made herein. Readers are cautioned not to put undue reliance on forward-looking statements.

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EX-10.1(A)

Exhibit 10.1(a)

PRODUCTION PAYMENT AGREEMENT

Dated October 13, 2004

between

GENESIS INC.

and

ROYAL GOLD, INC.

THE TROY MINE
Lincoln County, Montana

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Production Payment Agreement
Table of Contents

CAPTION		PAGE
RECITALS			1
ARTICLE I	ROYAL GOLD PAYMENT TO GENESIS; GENESIS USE OF PROCEEDS		1
Section 1.1	Royal Gold Payment		1
Section 1.2	Genesis Use of Proceeds		1
ARTICLE II	PRODUCTION PAYMENT BY GENESIS TO ROYAL GOLD		2
Section 2.1	Grant of Production Payment		2
Section 2.2	Deed of Production Payment		2
ARTICLE III	CONDITIONS PRECEDENT TO CLOSING		2
Section 3.1	Conditions to Obligations of Royal Gold and Genesis at Closing		2
Section 3.2	Additional Conditions to Obligations of Royal Gold at Closing		2
Section 3.3	Additional Conditions to Obligations of Genesis at Closing		4
ARTICLE IV	CLOSING		4
Section 4.1	Closing Date		4
Section 4.2	Deliveries by Genesis and Revett at Closing		4
Section 4.3	Deliveries by Royal Gold at Closing		4
ARTICLE V	REPRESENTATIONS AND WARRANTIES OF GENESIS		5
Section 5.1	Due Organization, Good Standing and Authority		5
Section 5.2	Due Authorization; Non-Contravention		5
Section 5.3	Validity		5
Section 5.4	Litigation		5
Section 5.5	Title to Properties		5
Section 5.6	Compliance with Laws		5
Section 5.7	Permits		6
ARTICLE VI	ROYAL GOLD’S REPRESENTATIONS AND WARRANTIES		6
Section 6.1	Due Organization, Good Standing and Authority		6
Section 6.2	Due Authorization; Non-contravention		6
Section 6.3	Validity		6
ARTICLE VII	INTERIM PERIOD		7
Section 7.1	Access		6

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Production Payment Agreement
Table of Contents

CAPTION		PAGE
Section 7.2	Ordinary Course		6
Section 7.3	Work Diligently Towards Closing		7
Section 7.4	Prompt Notification of Breach		7
ARTICLE VIII	POST-CLOSING COVENANTS		7
Section 8.1	Maintenance of Existence		7
Section 8.2	Compliance with Laws		7
Section 8.3	Use of Royal Gold Payment Proceeds		7
Section 8.4	Taxes		7
Section 8.5	Protection from Liens and Encumbrances and Defense of Title to Properties		7
Section 8.6	Mine-Based Environmental Professional		7
Section 8.7	Rail Siding		8
Section 8.8	Final Marketing Agreement		8
Section 8.9	Inspection and Maintenance of Tailings Pipeline		8
Section 8.10	Royal Gold Right to Notice and Option to Cure in Event of Genesis Default under Kennecott Note or Mortgage		8
ARTICLE IX	TERMINATION		9
Section 9.1	Right to Terminate		9
Section 9.2	Effect of Termination		9
Section 9.3	Due Diligence Information to be Provided to Genesis		9
ARTICLE X	GENERAL PROVISIONS		10
Section 10.1	Confidentiality		10
Section 10.2	Expenses		10
Section 10.3	Amendments		10
Section 10.4	Successors and Assigns		10
Section 10.5	Entire Agreement		10
Section 10.6	No Waiver		10
Section 10.7	Notices		11
Section 10.8	Governing Law		11
Section 10.9	Exhibits		11

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Production Payment Agreement
Table of Contents

CAPTION		PAGE
Section 10.10	Headings		11
Section 10.11	Counterparts		12
Section 10.12	Authority		12

EXHIBITS
Exhibit A	Part I — Description of Properties
	Part II — Liens and Encumbrances
Exhibit B	Feasibility Study Budget
Exhibit C	Deed of Production Payment
Exhibit D	Form of Opinion of Counsel for Genesis and Revett
Exhibit E	Description of Litigation

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PRODUCTION PAYMENT AGREEMENT

THIS PRODUCTION PAYMENT AGREEMENT (“Agreement”) is made and entered into effective as of the 13th day of October, 2004, by and between ROYAL GOLD, INC., a Delaware corporation (“Royal Gold”), and GENESIS INC., a Montana corporation (“Genesis”).

RECITALS

A.	Genesis owns certain assets in northwestern Montana for the mining, milling and sale of copper and silver concentrates and the exploration for copper and silver, known collectively as the “Troy Mine”.
B.	The Troy Mine assets include patented and unpatented mining claims and fee properties, more particularly described in Part 1 of Exhibit A hereto (collectively, the “Properties”).
C.	Genesis requires certain funds to enable it to re-start production of minerals at the Troy Mine.
D.	Royal Gold is willing to provide such funds in consideration for receipt of a production payment from the Properties, in accordance with and subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and the mutual benefits to be enjoyed by the parties hereto, Royal Gold and Genesis hereby agree as follows:

ARTICLE I
ROYAL GOLD PAYMENT TO GENESIS; GENESIS USE OF PROCEEDS

1.1	Royal Gold Payment. Subject to the conditions precedent set forth in Sections 3.1, 3.2 and 3.3 , and Genesis’ covenants in Article VIII, Royal Gold hereby agrees to pay Genesis the total sum of Seven Million Two Hundred Fifty Thousand United States Dollars (US$7,250,000) (the “Royal Gold Payment”), payable at Closing (defined in Section 4.1).
1.2	Genesis Use of Proceeds. The Royal Gold Payment proceeds received by Genesis shall not be used by it for any purposes other than those contemplated by the Feasibility Study Budget attached hereto as Exhibit B, unless Royal Gold authorizes otherwise in writing, which authorization shall not be withheld unreasonably.

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ARTICLE II
PRODUCTION PAYMENT BY GENESIS TO ROYAL GOLD

2.1	Grant of Production Payment. Genesis hereby agrees to convey to Royal Gold a limited term royalty interest (the “Production Payment”) in silver, copper and all other minerals and products produced and sold from the Properties, as provided in this Agreement.
2.2	Deed of Production Payment. Genesis shall convey the Production Payment to Royal Gold by means of a Deed of Production Payment in the form of Exhibit C hereto, to be delivered at Closing.

ARTICLE III
CONDITIONS PRECEDENT TO CLOSING

3.1 Conditions to Obligations of Royal Gold and Genesis at Closing. The respective obligations of Royal Gold and Genesis to effect the Closing are subject to fulfillment of the following conditions:

(a) No order, statute, rule, regulation, executive order, stay, decree, judgment, or injunction shall have been enacted, entered, issued, promulgated or enforced by any court or governmental authority which prohibits or restricts the effectuation of the Closing; and

(b) No governmental action or proceeding shall have been commenced or threatened seeking any injunction, restraining or other order which seeks to prohibit, restrain, invalidate or set aside the effectuation of the Closing.

3.2 Additional Conditions to Obligations of Royal Gold at Closing. The obligations of Royal Gold to make the Royal Gold Payment and to perform its other obligations at Closing are subject to the condition precedent that Royal Gold shall have received, on or before the Closing Date (defined in Section 4.1) the following, each in form and substance satisfactory to Royal Gold:

(a) Title Opinion. A written title opinion by Montana counsel, which concludes that [subject only to the rights and interests of ASARCO Incorporated (“Asarco”) pursuant to the Asset Purchase and Sale Agreement between it, as Seller, and Sterling Mining Company (“Sterling”, now Revett Silver Company, “Revett”), as Buyer, dated effective as of September 9, 1999, as amended (the “Asarco Agreement”), and of Kennecott Montana Company (“Kennecott”) pursuant to the Asset Purchase and Sale Agreement between it, as Seller, and Genesis and Sterling, collectively, as Buyer, dated effective February 21, 2001 (the “Kennecott Agreement”)]:

(i) with respect to Properties that are patented mining claims or fee properties, Genesis owns those Properties free and clear of all liens

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and encumbrances, except those specifically identified in Part 2 of Exhibit A hereto; and

(ii)

with respect to Properties that are unpatented mining claims, except as specifically identified in Part 2 of Exhibit A hereto and subject to the paramount title of the United States: (A) location notices and certificates were properly filed and recorded in the appropriate local, state and federal records; (B) assessment work affidavits, notices of intention to hold and other filings necessary to maintain the claims through September 1, 2005 were properly filed and recorded; (C) all maintenance fees necessary to maintain the claims through September 1, 2005 have been properly paid; (D) the claims are free and clear of all liens and encumbrances, except those specifically identified in Part 2 of Exhibit A hereto; and (E) the records examined disclosed no conflicting claims.

(b) Permits, Bonds and Approvals. Genesis shall have received all permits (including but not limited to the Operating Permit from the Montana Department of Environmental Quality and all necessary explosives permits), bonds and approvals (including but not limited to approval of Genesis’ Plan of Operations by the United States Forest Service) necessary for Genesis to conduct the operations contemplated by the “Independent Technical Report on the Troy Cu-Ag Project, Montana”, dated August 16, 2004, prepared by SRK Consulting (CANADA) INC. (the “Feasibility Study”). Notwithstanding the foregoing sentence, Royal Gold agrees and understands that, in lieu of Genesis receiving said Operating Permit, bonds, approval of Plan of Operations and other permits, Genesis and Revett have entered into contracts with Asarco whereby Asarco shall remain the party to the Operating Permit, bonds, Plan of Operations and, possibly, other permits; and Genesis and Revett shall make contract and subcontract arrangements, respectively, with Asarco for the conduct of operations on the Properties. Royal Gold agrees that such arrangements are an acceptable alternative to Genesis being the permitee or party to the bonds, on the condition that, prior to Closing, the State of Montana approves in writing of that procedure.

(c) Genesis’ Representations and Warranties. Genesis’ representations and warranties in Article V of this Agreement shall be true and correct as of the date hereof, and shall be deemed to have been made again at and as of the Closing and shall then be true and correct in all material respects, except for breaches that have been cured before Closing.

(d) Deliveries at Closing. Genesis and Revett shall have executed and delivered to Royal Gold at Closing all documents described in Section 4.2.

(e) No Material Adverse Change. No material adverse change to the physical condition or permitting status of the Troy Mine shall have occurred prior to Closing.

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(f) Tailings Pipeline. Written documentation and data that demonstrate that the tailings pipeline at the Troy Mine is in satisfactory condition, as well as a written inspection and maintenance protocol for that pipeline.

3.3 Additional Conditions to Obligations of Genesis at Closing. The obligations of Genesis to effect the Closing are contingent upon the fulfillment of the following additional conditions:

(a) Royal Gold’s Representations and Warranties. Royal Gold’s representations and warranties in Article VI shall be true and correct as of the date hereof, and shall be deemed to have been made again at and as of the Closing and shall then be true and correct in all material respects, except for breaches that have been cured prior to Closing.

(b) Deliveries at Closing. Royal Gold shall have delivered to Genesis at Closing the items described in Section 4.3.

ARTICLE IV
CLOSING

4.1

Closing Date. The deliveries described in Sections 4.2 and 4.3 (“Closing”) shall occur at Royal Gold’s Denver, Colorado offices as soon as possible after each condition precedent set forth in Sections 3.1, 3.2 and 3.3 has been met or, in the alternative, waived by the party to whose Closing obligation the condition precedent applies, but in no event later than October 15, 2004 (“Closing Date”), or at such other location or locations and date as the parties hereto may mutually agree.

4.2

Deliveries by Genesis and Revett at Closing. At Closing:

(a) Genesis shall deliver to Royal Gold a duly executed and notarized Deed of Production Payment in the form attached as Exhibit C hereto;

(b) Genesis and Revett shall deliver to Royal Gold a duly signed Opinion of Counsel in the form of Exhibit D hereto; and

(c) Genesis shall deliver to Royal Gold signed certificates of duly authorized officers of Genesis and Revett confirming that, as at the Closing Date, all of the warranties of Genesis contained in this Agreement are true, complete and correct, as if made on such date, and that Genesis has performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by Genesis at or prior to Closing.

4.3 Deliveries by Royal Gold at Closing. At Closing:

(a) Royal Gold shall remit to Genesis the Royal Gold Payment by wire transfer to an account designated in writing by Genesis; and

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(b) Royal Gold shall deliver to Genesis a signed certificate of a duly authorized officer of the company confirming that, as at the Closing Date, all of the warranties of Royal Gold contained in this Agreement are true, complete and correct, as if made on such date, and that Royal Gold has performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by Royal Gold at or prior to Closing.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF GENESIS

Genesis hereby represents and warrants to Royal Gold as follows:

5.1	Due Organization, Good Standing and Authority. Genesis is duly organized, validly existing and in good standing under the laws of the State of Montana. Genesis has the full power, authority and legal right to: (a) own its assets and properties (including but not limited to the Properties) and to conduct its business as now being conducted, and (b) incur its obligations under this Agreement and each other document and instrument to be executed by it pursuant to this Agreement and to perform the terms hereof and thereof applicable to it.
5.2	Due Authorization; Non-contravention. The execution by Genesis of this Agreement and the Deed of Production Payment and the performance of all transactions contemplated hereby and thereby, have been duly authorized by all necessary action, corporate and otherwise, and do not and will not conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in a violation of, any authorization, consent, approval, exemption or other action by any court or administrative or governmental body.
5.3	Validity. This Agreement is, and the Deed of Production Payment when executed and delivered hereunder, will be, legal, valid and binding obligations of Genesis enforceable against Genesis in accordance with their respective terms.
5.4	Litigation. Except as set forth in Exhibit E hereto, there is no action, suit or proceeding at law or in equity, by or before any governmental or regulatory authority, court or other tribunal now pending (or, to the best knowledge of Genesis, threatened) against or affecting Genesis or Revett or any of the Properties.
5.5	Title to Properties. Title to the Properties is as set forth in Subsections 3.2(a)(i) and (ii), and Genesis is in exclusive possession of the Properties and has no knowledge of any adverse claims to any of the Properties, other than as set forth in Part 2 of Exhibit A.
5.6	Compliance with Laws. With respect to the Properties and the Troy Mine, Genesis has complied with all applicable local, state and federal laws and regulations, and

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	Genesis is not aware of any investigations (other than routine inspections) underway by any governmental agency with respect to the Properties or the Troy Mine.
5.7	Permits. Genesis has obtained, or as of the Closing Date, will have obtained, all permits, bonds and approvals necessary for Genesis to conduct the operations contemplated by the Feasibility Study; or, in the alternative, it and Revett shall have entered into the contracts with Asarco and received the approval of same, as set forth in Section 3.2(b).

ARTICLE VI
ROYAL GOLD’S REPRESENTATIONS AND WARRANTIES

Royal Gold hereby represents and warrants to Genesis as follows:

6.1	Due Organization, Good Standing and Authority. Royal Gold is duly organized, validly existing and in good standing under the law of the States of Delaware and Colorado. Royal Gold has the full power, authority and legal right to: (a) conduct its business as now being conducted, and (b) incur its obligations under this Agreement and to perform the terms hereof and thereof applicable to it.
6.2	Due Authorization; Non-contravention. The execution by Royal Gold of this Agreement and the performance of all transactions contemplated hereby have been duly authorized by all necessary action, corporate and otherwise, and does not and will not: (a) conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, (b) result in a violation of, or (c) require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body.
6.3	Validity. This Agreement is legal, valid and a binding obligation of Royal Gold enforceable against Royal Gold in accordance with its terms.

ARTICLE VII
INTERIM PERIOD

Genesis and Royal Gold covenant and agree that between the date of this Agreement and the Closing Date:

7.1	Access. Royal Gold, its counsel, consultants, accountants and other representatives shall be permitted reasonable access during normal business hours to inspect the Properties and the Troy Mine.
7.2	Ordinary Course. Except as otherwise requested by Royal Gold in writing, Genesis shall, to the best of its ability, maintain the Properties and the Troy Mine in the ordinary course consistent with past practice (except as otherwise provided herein or for events beyond Genesis’ reasonable control).

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7.3	Work Diligently Towards Closing. Genesis and Royal Gold each shall use its reasonable best efforts to work diligently, including but not limited to obtaining all governmental approvals and filings, towards completing the transactions contemplated by this Agreement on or before the Closing Date.
7.4	Prompt Notification of Breach. Genesis and Royal Gold each shall use its reasonable best efforts to notify the other party of any breach of any of the notified party’s representations, warranties, covenants or agreements to be breached. The parties shall remain obligated to close the transaction hereunder provided that any such breach is cured prior to Closing.

ARTICLE VIII
POST-CLOSING COVENANTS

8.1	Maintenance of Existence. Genesis shall preserve and maintain its legal existence and all of its rights, privileges and franchises necessary for the proper conduct of its business (including but not limited to the operation and development of the Troy Mine) and will remain qualified to do business in the State of Montana.
8.2	Compliance with Laws. Genesis will comply with all requirements of applicable local, state and federal laws and regulations and shall maintain in full force and effect all permits, approvals and authorizations necessary to conduct its operations in the manner contemplated by the Feasibility Study.
8.3	Use of Royal Gold Payment Proceeds. Genesis shall not use the Royal Gold Payment proceeds for any purposes other than those contemplated by the Feasibility Study Budget, unless authorized otherwise in writing by Royal Gold, which authorization shall not be withheld unreasonably.
8.4	Taxes. Genesis shall pay and discharge all local, state and federal taxes imposed upon it or any of the Properties prior to the date upon which penalties attach thereto and prior to the date that any tax liens attach to the Properties.
8.5	Protection from Liens and Encumbrances and Defense of Title to Properties. Genesis shall maintain the Properties free and clear of all liens and encumbrances, other than those related to project financing for the Troy Mine; provided, however, that such project financing liens shall be and remain subordinate to the Production Payment. Genesis at all times shall defend title to the Properties and notify Royal Gold in writing promptly upon being informed of any third party challenges to Genesis’ title to any of the Properties.
8.6	Mine-Based Environmental Professional. By no later than December 1, 2004, Genesis shall have hired a full-time qualified environmental professional, who shall be based at the Troy Mine, and that person shall commence such employment by no later than

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	January 1, 2005. Genesis shall provide Royal Gold with monthly reports on the status of its efforts to fill that position until it has been filled.
8.7	Rail Siding. By no later than November 1, 2004, Genesis shall have obtained property rights to a rail siding sufficient for stockpiling and loading concentrates onto rail cars for shipment to one or more purchasers. Genesis shall provide Royal Gold with monthly reports on the status of its efforts to obtain those property rights until it has obtained same.
8.8	Final Marketing Agreement. Genesis diligently shall work to complete and execute a “Final Agreement” between it and Trafugura AG (“Trafigura”) by no later than November 1, 2004, as defined in and contemplated by the Memorandum of Agreement currently in effect between it and Trafigura.
8.9	Inspection and Maintenance of Tailings Pipeline. Genesis shall inspect and maintain the tailings pipeline at the Troy Mine in accordance with best industry practices, which shall include at a minimum, but shall not be limited to, compliance with the protocol described in Section 3.2(f) above.
8.10	Royal Gold Right to Notice and Option to Cure in Event of Genesis Default Under Kennecott Note or Mortgage. Royal Gold and Genesis hereby acknowledge and recognize that Genesis is a party to a Promissory Note (the “Note”) in the principal amount of $5,000,000, dated February 21, 2000, as amended by Third Amendment dated February 1, 2003 (the “Third Amendment”), from Genesis and Sterling, collectively as “Maker”, to Kennecott Montana Company (“Kennecott”, with Kennecott and any subsequent holder of the Note referred to herein and in the Note as “Payee”), as “Lender”. The Note is secured by a Mortgage, Security Agreement and Financing Statement, dated February 21, 2000 (the “Mortgage”), from Genesis, as “Mortgagor”, to Kennecott, as “Mortgagee”. Genesis hereby agrees that if it receives a notice from the Payee that requests an interest payment, as provided in the Third Amendment, Genesis shall so inform Royal Gold in writing and provide Royal Gold with a copy of that notice within two (2) business days after Genesis’ receipt of same. Genesis shall exercise its best efforts to make payment of that interest payment on or before two (2) days prior to its due date. If Genesis fails to do so, it shall so notify Royal Gold in writing on or before that interest payment due date, in which event Royal Gold shall have the exclusive right and option, but not the obligation, to make such payment. If Genesis defaults in any of its other obligations under either the Note or Mortgage and receives a notice of default from the Payee pursuant to either the Note or Mortgage, Genesis shall so inform Royal Gold in writing and provide Royal Gold with a copy of the default notice within two (2) business days after Genesis’ receipt of same. Genesis then shall exercise its best efforts to cure the default within twenty (20) days after its receipt of the default notice. If Genesis fails to cure, or determines that it is unable to cure, the default within that time period, it shall so notify Royal Gold by telephone, facsimile and e-mail on or before the first business day after the twentieth (20th) day, after which Royal Gold shall have the exclusive right and option, but not the obligation, to cure the default cited by the Payee in its

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notice to Genesis. Genesis further agrees that Royal Gold shall have the exclusive right and option, but not the obligation, to assume the position of the Payee under the Note and under the Mortgage in the event that the Payee commences foreclosure proceedings pursuant to the Mortgage; provided, however, that Royal Gold would extend the Term of the Note (as defined in the Third Amendment) to February 21, 2010. If for any reason Royal Gold is unable to obtain the Payee’s agreement to Royal Gold’s assumption of Payee’s position, Genesis agrees that Royal Gold shall, have the exclusive right and option, but not the obligation, to pay off the remaining balance due under the Note, in which event Genesis shall execute a replacement promissory note, as a Maker, with Royal Gold as the Payee. That replacement note shall be for the same principal amount and interest and shall contain the same other provisions as those contained in the Note, provided, however, that the Term of the replacement note shall be extended to February 21, 2010. The replacement note shall be secured by a replacement security instrument that contains the same terms and conditions and encumbers the same properties and interests as the Mortgage, with the exception that the replacement security instrument shall reflect the extended term of the replacement note.

ARTICLE IX
TERMINATION

9.1 Right to Terminate. This Agreement may be terminated under the following circumstances:

(a) by mutual written consent of both Royal Gold and Genesis; or

(b) by either Royal Gold or Genesis if Closing has not occurred by October 15, 2004 (or such other Closing Date mutually agreed upon in writing by the parties), other than due to the failure of the party seeking termination to comply fully with its obligations under this Agreement.

9.2

Effect of Termination. Each party’s right of termination under Section 9.1(b) is in addition to any other rights that it may have under this Agreement or otherwise, and the exercise of a right of termination will not be deemed to be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties hereunder shall terminate; provided, however, that if this Agreement is terminated because one or more conditions to the terminating party’s obligations under this Agreement is not satisfied as a result of the other party’s breach of its obligations under this Agreement, the terminating party’s right to pursue all legal remedies will survive such termination unimpaired. A party shall not be deemed to have breached its obligations under this Agreement if a condition precedent applicable to it is not satisfied, if that party used its reasonable best efforts to work diligently to satisfy that condition.

9.3

Due Diligence Information to be Provided to Genesis. If Closing does not occur, Royal Gold shall provide Genesis with copies of factual, non-interpretive, non-

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proprietary information obtained by Royal Gold from its due diligence investigations of the Properties and the Troy Mine. Such information shall be provided by Royal Gold to Genesis with no representations or warranties by Royal Gold as to its accuracy or completeness. Any reliance upon or use of such information by Genesis, Revett or any parties to whom they provide same shall be at those parties’ sole risk and expense.

ARTICLE X
GENERAL PROVISIONS

10.1	Confidentiality. Neither party shall, without the prior written consent of the other party, disclose to any third party (excluding, however, any representative, affiliate, agent, consultant or contractor of the disclosing party who has a bona fide need to be informed) any information or data concerning operations, including but not limited to exploration, on the Properties that is not generally available to the public; provided, however, that upon not less than five (5) days’ prior written notice to the other party setting forth the nature and content of a proposed disclosure, the disclosing party may disclose information or data pertaining to the Properties: (a) to any third party to whom the disclosing party in good faith anticipates selling all or part of its interest hereunder, or (b) to any lender or underwriter from whom the disclosing party is borrowing or raising funds secured by or based upon the Properties, provided that such lender or underwriter executes a confidentiality agreement in a form that is reasonably acceptable to the non-disclosing party. If a disclosure is, in the good faith judgment of a party, required for compliance with applicable laws, rules, regulations or orders of any governmental agency or stock exchange having jurisdiction over the disclosing party, that party shall provide as much prior notice to the other party of the nature and contents of the proposed disclosure, for the review and comment of the non-disclosing party, as is reasonable possible in the circumstances.
10.2	Expenses. Royal Gold and Genesis each shall bear and pay their own expenses, including attorneys’ fees, incident to the preparation and performance of this Agreement, whether or not the transactions contemplated herein are consummated.
10.3	Amendments. This Agreement shall not be amended or modified except by means of a written instrument that is signed by both Royal Gold and Genesis.
10.4	Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties’ respective successors and assigns.
10.5	Entire Agreement. This Agreement and the Exhibits hereto supersede and replace all prior understandings and agreements between Royal Gold and Genesis regarding the Properties and the Troy Mine, including but not limited to the financing offer dated May 18, 2004.
10.6	No Waiver. No waiver of any breach of any one or more of the conditions or covenants of this Agreement by any party shall be deemed to imply or constitute a

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waiver of a breach of any other condition or covenant in this Agreement or of a breach of the same condition or covenant in the future.

10.7

Notices. All notices, consents, requests and approvals, any notice of change of address for the purpose of this Section 10.7, and other communications provided for or required herein, shall be given: (a) by personal delivery to the other party, (b) by certified or registered mail, return receipt requested, (c) by reputable overnight courier, or (d) by facsimile that is acknowledged upon receipt. All notices, consents, requests and approvals and other communications provided for or required herein, shall be effective and shall be deemed delivered on the date of delivery if delivered during normal business hours, and, if not delivered during normal business hours, on the next business day following delivery:

          (a) If to Royal Gold, at:

Royal Gold, Inc.
1660 Wynkoop Street
Suite 1000
Denver, Colorado 80202-1132
Attention: President
Facsimile Number: 303-595-9385

          (b) If to Genesis, at:

Genesis Inc., c/o Revett Silver Company
11115 E. Montgomery
Suite G

                Spokane Valley, Washington 99206

Attention: President
Facsimile Number: 509-891-8901

	Either party may, from time-to-time, change its address for future notices hereunder by notice in accordance with this Section 10.7.
10.8	Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Montana, without regard to those principles of conflicts of laws that might otherwise require the application of the laws of another jurisdiction.
10.9	Exhibits. All Exhibits referred to in this Agreement hereby are incorporated into this Agreement by reference.
10.10	Headings. The various headings used in this Agreement are for convenience only and are not to be used in interpreting the text of the Article or Section in which they appear or to which they relate.

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10.11	Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.
10.12	Authority. By their signatures below, each respective signatory represents that he or she has the express authority of the party for which he or she executes this Agreement and further has the express authority to bind his or her principal to the terms hereof.

IN WITNESS WHEREOF, Royal Gold and Genesis have caused this Agreement to be executed the day and year first above written.

ROYAL GOLD, INC.
By:	/s/ Tony A. Jensen
	Name:	Tony A. Jensen
	Title:	President & COO

GENESIS INC.
By:	/s/ William Orchow
	Name:	William Orchow
	Title:	President & CEO

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EX-10.1(B)

Exhibit 10.1(b)

ROYALTY DEED

Dated October 13, 2004

between

GENESIS INC.

and

ROYAL GOLD, INC.

THE TROY MINE
Lincoln County, Montana

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Royalty Deed
Table of Contents

CAPTION		PAGE
SECTION 1	COMMENCEMENT OF ROYALTY PAYMENT OBLIGATIONS		1
Section 1.1	Silver		1
Section 1.2	Copper		1
Section 1.3	Other Minerals		1
SECTION 2	ROYALTY PERCENTAGES		1
Section 2.1	Phase One Royalty Percentage		1
Section 2.2	Phase Two Royalty Percentage		2
SECTION 3	GROSS SMELTER RETURNS DEFINED		2
Section 3.1	Silver		3
Section 3.2	Copper		3
Section 3.3	Other Minerals		3
Section 3.4	Replacement Indices		3
SECTION 4	PAYMENT PROCEDURES; REPORTS		3
Section 4.1	Payments of Royalty		3
Section 4.2	Financial Reports		4
Section 4.3	Objection, Finality of Payments		4
SECTION 5	ADDITIONAL RIGHT, OBLIGATIONS AND COVENANTS OF THE PARTIES		4
Section 5.1	Commingling of Production		4
Section 5.2	Geological and Other Data and Reports		5
Section 5.3	Inspection		5
Section 5.4	Confidentiality		6
Section 5.5	Area of Interest		6
Section 5.6	Abandonment of Properties		6
SECTION 6	GENERAL PROVISIONS		7
Section 6.1	Assignment		7
Section 6.2	Notices		7
Section 6.3	Amendments and Waiver		7
Section 6.4	Relationship of the Parties		8
Section 6.5	Further Instruments		8

  i

Royalty Deed
Table of Contents

CAPTION		PAGE
Section 6.6	Binding Effect		8
Section 6.7	Covenants Run with the Land; Priority		8
Section 6.8	Governing Law		8
Section 6.9	Resolution of Technical and Market Issues		8
Section 6.10	Rule Against Perpetuities		9
Section 6.11	Memorandum of Deed for Recordation		9

SCHEDULES
Schedule 1	Description of Properties
Schedule 2	Area of Interest

ii

ROYALTY DEED

GENESIS INC., a Montana corporation (“Grantor”), by means of this Royalty Deed (“Deed”), effective as of the 13th day of October, 2004 (the “Effective Date”), in consideration of the payment to it by ROYAL GOLD, INC., a Delaware corporation (“Grantee”) of the sum of Two Hundred Fifty Thousand United States Dollars (US$250,000), the receipt and adequacy of which are acknowledged by Grantor, does hereby convey, grant, bargain, sell, transfer and assign to Grantee, its successors and assigns, a royalty interest (“Royalty”) in silver, copper and all other minerals of every kind or character (collectively, “Minerals”) found in, on or under any of the properties described in Schedule 1 hereto (“Properties”). The specific terms of this Royalty are set forth below.

1. Commencement of Royalty Payment Obligations. Grantor’s obligation to pay the Royalty with respect to specific Minerals shall commence on the “Commencement Dates”, as set forth below in this Section 1, and shall apply to all Minerals that are extracted, produced and sold, including any Minerals that may be recovered as a result of reprocessing of tailings, dumps or other materials wherever located, if such materials were originally mined and removed from the Properties (collectively, “Production”).

1.1	Silver: The Royalty on silver shall commence after a cumulative total of 11,035,714 troy ounces of silver have been sold subsequent to the Effective Date (the “Silver Royalty Commencement Date”).
1.2	Copper: The Royalty on copper shall commence after a cumulative total of 42,674 tonnes of copper have been sold subsequent to the Effective Date (the “Copper Royalty Commencement Date”).
1.3	Other Minerals: The Royalty on any Mineral other than silver and copper shall commence after a cumulative total of 100% of the expected recoverable reserves of that Mineral, as determined by Grantor and Grantee to exist as of the Effective Date, have been sold subsequent to the Effective Date (the “Other Mineral Royalty Commencement Date”).

2. Royalty Percentages.

2.1 Phase One Royalty Percentage: The Royalty shall be equal to Six and One-Tenths Percent (6.1%) (the “Phase One Royalty”) of Gross Smelter Returns, as defined in Section 3, with respect to the following quantities of Minerals sold after their respective Royalty Commencement Dates:

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(a) Silver: 1,655,357 troy ounces;

(b) Copper: 6,401 tonnes; and

(c) Other Minerals: All Production in excess of one hundred percent (100%), up to and including one hundred fifteen percent (115%), of the expected recoverable reserves of those Minerals, as determined by Grantor and Grantee to exist as of the Effective Date.

2.2 Phase Two Royalty Percentage: The Royalty for each Mineral shall be reduced to two percent (2%) (the “Phase Two Royalty”) of Gross Smelter Returns after the quantity of that Mineral set forth in Section 2.1 has been sold and all Phase One Royalties for that Mineral have been paid. The Phase Two Royalty shall be a perpetual royalty on all Production of a Mineral after all payments of the Phase One Royalty for that Mineral have been made.

3. Gross Smelter Returns Defined. As used in this Deed, “Gross Smelter Returns” means the revenues attributed to Production, with no deduction for any costs paid by or charged to Grantor, including but not limited to the Montana Metalliferous Mines Tax and Resource Indemnity Trust and Groundwater Assessment Tax. Those revenues shall be determined on a calendar month basis, and paid on a calendar quarter basis, by multiplying the ounces, pounds or tonnes, as the case may be, of Mineral that was sold during that month, as determined pursuant to (i) and (ii) below of this Section 3, by the deemed average monthly sales price of each type of Mineral, as determined pursuant to Sections 3.1, 3.2 or 3.3 below. For the term of the Memorandum of Agreement (“MOA”) that currently is in effect and the term of the “Final Agreement” (as defined in the MOA):

(i)

the quantity of ounces, pounds or tonnes of Mineral sold shall be equal to the metal content for which Grantor is paid pursuant to the MOA or Final Agreement, as applicable, and subsequently adjusted upward or downward in accordance with the quantity adjustments made between Grantor and Trafigura AG pursuant to the MOA or Final Agreement; and

(ii)

the Mineral shall be deemed to have been sold when “Title” to the “Concentrates” (as defined in the MOA) is transferred from Grantor to the “Buyer” (as defined in the MOA); provided, however, if Grantor stockpiles or warehouses any Concentrates for more than ninety (90) days, Grantor shall be deemed, for purposes of this Deed, to have sold those Concentrates in the calendar month in which the ninetieth (90th) day falls, in which event Grantor shall make a provisional payment of Royalty to Grantee based upon Grantor’s good faith estimate of the quantities of Minerals in those Concentrates, and a final upward or downward adjustment shall be made when Grantor and the Buyer make their final settlement for those Concentrates.

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If the MOA or Final Agreement, as applicable, terminates or no longer is in effect while any Royalty under this Deed is payable to Grantee, Grantor and Grantee shall negotiate in good faith to reach agreement on a new basis for determining such quantity. If Grantor and Grantee cannot reach agreement on such basis within thirty (30) days after such termination, as the case may be, either party may submit the matter for resolution pursuant to the procedures set forth in Section 6.9. In that proceeding, each party shall submit a proposed basis for determining the quantity of Mineral sold for the balance of the Royalty, and the arbitrators shall be obligated to select one of those proposals. The standard to be applied by the arbitrators shall be which of the two proposals contains procedures to be used for quantity determinations that are most consistent with those made pursuant to the MOA or Final Agreement, as applicable.

3.1	Silver: The average monthly price for silver shall be calculated by dividing the sum of all of the daily London Fix spot prices (expressed in United States dollars) for silver reported for the month by Platt’s Metals Week, by the number of days during that month for which such prices were reported.
3.2	Copper: The average monthly price for copper shall be calculated by dividing the sum of all of the daily per-tonne London Metal Exchange spot prices (expressed in United States dollars) reported for the month by Platt’s Metals Week, by the number of days during that month for which such prices were reported.
3.3	Other Minerals: The average monthly price for Minerals other than silver and copper shall be calculated by dividing the sum of all of the daily spot prices for the final refined product of such Minerals reported for the month by Platt’s Metals Week, by the number of days during that month for which such prices were reported.
3.4	Replacement Indices: If either the London Metal Exchange or Platt’s Metals Week cease reporting spot prices for any Mineral described above, those references, with respect to that Mineral, shall be replaced with references to spot prices of that Mineral in the most nearly comparable established market and/or publication selected by the parties’ mutual agreement. If the parties cannot reach agreement on a mutually satisfactory market measure or publication within thirty (30) days after cessation of the applicable report, then either party may submit the issue for resolution pursuant to the procedures set forth in Section 6.9.

4. Payment Procedures; Reports.

4.1 Payments of Royalty: Payments of the Royalty shall be made on a calendar quarter basis, within ten (10) business days after the end of each calendar quarter, by check or wire transfer, at the election of Grantee, to the address set forth in Section 6.2.

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4.2

Financial Reports: Subject to the confidentiality requirements of Section 5.4, Grantee shall have the right to be supplied monthly with duplicate settlement sheets from any refinery, mill, smelter or other purchaser of Production, whether or not Production has been sold, and shall contain sufficient information as to the value, pricing and amounts of intermediate product and final product sold for Grantor’s account so that Grantee will have access to all information and data that are reasonably necessary and appropriate for it to determine the amount of Royalty due it under this Deed.

4.3

Objection, Finality of Payments: Grantee, at its sole election and expense, shall have the right to perform, not more frequently than once annually following the close of each calendar year, an audit by any authorized representative of Grantee of Grantor’s accounts relating to the Royalty. Any such inspection shall be for a reasonable length of time during regular business hours, at a mutually convenient time, upon at least ten (10) business days’ prior written notice by Grantee. All Royalty payments made in any calendar year shall be considered final and in full accord and satisfaction of all obligations of Grantor, unless Grantee gives written notice describing and setting forth a specific objection to the calculation thereof within one (1) year following the end of that calendar year. Grantor shall account for any agreed upon deficit or excess in Royalty payments made to Grantee by adjusting the next monthly statement and payment following completion of such audit to account for such deficit or excess.

5. Additional Rights, Obligations and Covenants of the Parties.

5.1 Commingling of Production: Subject to the limitations, conditions and requirements of this Section 5.1, Grantor shall have the right to mix or commingle, either underground, at the surface, or at a processing plant or any other treatment facilities, any Production from the Properties with ores or material derived from other lands or properties that are owned, lease or controlled by Grantor. Before commingling, Grantor shall weigh, measure, sample and analyze the respective ores and materials in accordance with sound mining and metallurgical practices such that the Royalty can be reasonable and accurately determined. As products are produced from the commingled ores, Grantor shall calculate from representative samples the average percentage recovery of products produced from the commingled ores during each month. In obtaining representative samples and calculating the average grade of commingled ores and average percentage of recovery, Grantor may use procedures that are in accordance with best practices in the mining and metallurgical industry. The records relating to commingled ores shall be made available for inspection by Grantee, at Grantee’s sole expense, at all reasonable times and shall be retained by Grantor for a period of one (1) year after the calendar year in which the commingling occurred. Notwithstanding the foregoing provisions of this Section 5.1, Grantor shall not commingle Production from the Properties with ores or minerals derived from

4

	other lands or properties if such commingling has a reasonable likelihood of reducing the recovery rate of metals from that Production below what the recovery rate would have been without commingling. Any disputes concerning commingling procedures or results or the applicability of the prohibition in the preceding sentence shall be resolved pursuant to the procedure set forth in Section 6.9.
5.2	Geological and Other Data and Reports: From and after the date of execution of this Deed, Grantor shall deliver to Grantee not less frequently that quarterly, or otherwise shall make available, the following data and information relating to operations conducted on or for the benefit of the Properties:

(a)	The monthly operations and exploration report prepared by Grantor for operations on the Properties;
(b)	The annual reserve report for the Properties prepared by Grantor, along with any updates, as and when any of the same have been finalized and approved by Grantor;
(c)	Grantor’s life of mine plan relating to the Properties;
(d)	The annual plan and budget prepared by Grantor relating to the Properties and any amendments thereto, as and when any of the same have been finalized and approved by Grantor; and
(e)	Any additional material engineering or economic studies or analyses prepared by Grantor and relating to the Properties as and when any of the same have been finalized and approved by Grantor.

5.3 Inspection: Grantee and its authorized agents who are experienced in mining operations, at Grantee’s sole risk and expense, shall have the right, exercisable at reasonable intervals and during regular business hours, at a mutually convenient time, and in a reasonable manner conforming to Grantor’s safety rules and regulations and so as not to interfere with Grantor’s operations, to go upon the Properties for the purposes of inspecting same. Grantee shall furnish Grantor with prior written notice of the time and place of any inspection by Grantee pursuant to this Section 5.3. Grantee shall defend, indemnify and hold Grantor harmless from and against all costs incurred (including reasonable attorneys’ fees and the costs of defending any such claims) based on claims for damages, including injury or damage to other persons or property, arising out of any death, personal injury or property damage sustained by Grantee, its agents or employees, while in or upon the Properties, unless such death, injury or damage results from Grantor’s gross negligence or willful misconduct.

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5.4	Confidentiality: Grantee shall not, without the prior written consent of Grantor, disclose to any third party (excluding, however, any representative, affiliate, agent, consultant or contractor of Grantee who has a bona fide need to be informed) any information concerning operations, including exploration, on the Properties which is not generally available to the public; provided, however, that upon not less than five (5) days’ prior written notice to Grantor setting forth the nature and content of the proposed disclosure, Grantee may disclose information or data pertaining to the Properties to: (a) any third party to whom Grantee in good faith anticipates selling or assigning all or a part of its interest hereunder, or (b) any lender or underwriter from whom Grantee is seeking to obtain funds. Grantee shall require those parties to keep the information so provided confidential. If either Grantor or Grantee determines in good faith that a disclosure is required for compliance with applicable laws, rules, regulations or orders of any government agency or stock exchange having jurisdiction, that party shall provide as much prior notice to the other party of the nature and contents of the proposed disclosure, for the review and comment of the other party, as is reasonably possible under the circumstances.
5.5	Area of Interest: As further consideration for this Deed, if, as of the Effective Date Grantor owns, or after the Effective Date Grantor acquires, any mining claims, lands, leases or mineral interests within the area described in Schedule 2 hereto (the “Area of Interest”), such property shall be deemed to be part of the Properties and subject to all of the terms and conditions of this Deed, including the obligation to pay Grantee the Royalty.
5.6	Abandonment of Properties: Grantor may elect at any time to terminate or abandon its interests in any and all unpatented mining claims included in the Properties at any time as it may in its sole discretion deem appropriate, subject only to the provisions of this Section 5.6. In the event that Grantor wishes to abandon any or all of those unpatented claims, it shall provide Grantee with not less than forty-five (45) days prior notice of its intention to do so and offer to transfer such claims to Grantee. At any time during the forty-five (45) day period, Grantee may notify Grantor that it elects to accept transfer of such claims. In that event, Grantor shall transfer those claims to Grantee by quitclaim deed. If Grantor fails to pay any real estate taxes on any of the Properties and such failure results in a tax delinquency notice, it shall, within thirty (30) days after receipt of that notice, either cure such delinquency or transfer the Properties to Grantee by quitclaim deed; provided, however, if Grantor in good faith disputes such delinquency notice, it shall not be required to cure the alleged delinquency or transfer the properties to Grantee unless and until the dispute has been finally resolved, either by agreement between the taxing authority and Grantor, or a final administrative or judicial decision from which all appeals have been exhausted or waived. Grantee’s rights under this Section 5.6 shall be subordinate to the prior rights of Asarco Incorporated and Kennecott Montana Company to receive reconveyances of the Properties if Grantor elects to terminate of abandon same, unless those parties waive or

6

elect not to exercise those rights or agree to subordinate their rights to those of Grantee under this Section 5.6.

6. General Provisions.

6.1 Assignment: Either party may assign its interests under this Deed freely, in whole or in part; provided, however, that any transfer or conveyance by either party of any interest in the Royalty or in the Properties shall be expressly made subject to, and the assignee or transferee shall commit in writing to be bound by, all of the terms and conditions and covenants of this Deed.

6.2 Notices: Any notice, election, report or other correspondence required or permitted hereunder shall be in writing and (i) delivered personally; or (ii) sent by registered or certified United States mail, postage prepaid, return receipt requested; or (iii) sent by reputable overnight courier; (iv) sent by facsimile, with confirmation of delivery requested. All such notices shall be addressed to the party to whom directed as follows:

If to Grantor:

Genesis Inc., c/o Revett Silver Company
11115 E. Montgomery
Suite G
Spokane Valley, Washington 99206
Attention: President
Facsimile Number: 509-891-8901

If to Grantee:

Royal Gold, Inc.
1660 Wynkoop St.
Suite 1000
Denver, Colorado 80202-1132
Attention: President
Facsimile Number: 303-595-9385

Either party may, from time-to-time, change its address for future notices hereunder by notice in accordance with this Section 6.2.

6.3 Amendments and Waiver: No modifications or waivers of the terms and conditions of this Deed shall be binding upon either party unless in writing, dated subsequent to the date of this Deed, and executed by an authorized representative of each party. No waiver by either party of a breach of any of the provisions of this Deed shall be construed as a waiver of any subsequent breach, whether of the same or of a different character.

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6.4	Relationship of the Parties: The relationship of the parties hereto is contractual only. The Royalty shall not grant to Grantee any rights to participate or influence management or decision-making regarding operations on the Properties, nor shall it obligate the Grantee to assume any responsibilities for costs of Grantor’s operations on the Properties or any liabilities resulting there from.
6.5	Further Instruments: The parties hereto agree that they will execute any and all instruments as may be necessary or required to carry out and effectuate any and all of the provisions of this Deed.
6.6	Binding Effect: This Deed shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
6.7	Covenants Run with the Land; Priority: The Royalty granted to Grantee by this Deed shall be in the nature of an interest in real property which shall run with the land. The contractual provisions of this Deed shall continue for so long as Grantee, its successors and assigns retain any interest in the Properties or in any of the lands covered by any of the unpatented mining claims included within the Properties as of the date of this Deed, or in any lands made subject to this Deed within the Area of Interest pursuant to Section 5.5. This Royalty shall have priority over, and in no event shall be subordinated to, any project or other financing that Grantor may obtain with respect to the Properties after the Effective Date of this Deed, unless Grantee specifically so provides in writing.
6.8	Governing Law: This Deed is made under and shall be interpreted and enforced in accordance with the laws of the State of Montana, without regard to those principles of conflicts of laws that might otherwise require the application of the laws of another jurisdiction.
6.9	Resolution of Technical and Market Issues: The parties acknowledge that technical issues such as but not limited to those relating to commingling, measurements of tonnage, grade and recoveries, and indices for deemed sales prices may arise in the future based upon changes of circumstances which the parties are not able to anticipate at the time of the execution of this Deed. Grantor and Grantee each agree to negotiate in good faith to attempt to resolve any such disputes. If the parties are unable to resolve any such issue which involves a claim for payment or the assertion or a cost or liability by either party of an amount not more than Two Hundred Fifty Thousand Dollars ($250,000), and the resolution of such dispute will not otherwise result in this Deed being declared void, rescinded or otherwise unenforceable by either party, such dispute shall be resolved by binding arbitration. The arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association, except (a) the parties agree that they each shall choose one arbitrator experienced in the technical or market area

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	involved in the dispute and that the two arbitrators so named shall choose a third arbitrator to compile the panel of three (3) arbitrators; (b) the parties shall be entitled to reasonable discovery prior to the arbitration hearing, as determined by the arbitrators; (c) the arbitrators shall be entitled, in their reasonable discretion, to make equitable decisions to govern the parties’ future conduct with respect to such technical or market matters; and (d) the arbitrators shall be entitled, in their reasonable discretion, to award costs of arbitration and attorneys’ fees to the prevailing party.
6.10	Rule Against Perpetuities: Any right or interest granted under this Deed (including but not limited to Grantor’s obligations under Sections 5.5 and 5.6) that would violate any applicable Rule Against Perpetuities or any similar rule of law, shall terminate twenty-one (21) years after the death of the last survivor of the children and grandchildren of Robert F. Kennedy who are alive on the Effective Date.
6.11	Memorandum of Deed for Recordation: This Deed shall not be recorded or filed in the county records of Montana or in the Montana State Office of the Bureau of Land Management. Grantor and Grantee shall execute and record in the appropriate Montana county records and file in the Montana State Office of the Bureau of Land Management a short form of this Deed for the purpose of providing constructive notice of the parties’ respective rights and obligations hereunder with respect to the Properties.

     WHEREFORE, the Grantor and Grantee have executed this Deed to be effective as of the date first above written.

GENESIS INC.
By:	/s/ William Orchow
Print Name: William Orchow
Title: President & CEO

ROYAL GOLD, INC.
By:	/s/ Tony A. Jensen
Print Name: Tony A. Jensen
Title: President & COO

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EX-10.1(C)

Exhibit 10.1(c)

AGREEMENT

THIS AGREEMENT (“Agreement”) is made and entered into effective as of October 13, 2004, by and between REVETT SILVER COMPANY, a Montana corporation (“Revett”), and ROYAL GOLD, INC., a Delaware corporation (“Royal Gold”).

Recitals

A.	Revett, through one or more of its wholly-owned subsidiaries, including but not limited to RC Resources, Inc., a Montana corporation (“RC Resources”, which, together with any other Revett subsidiaries that now or hereafter own interests in the Properties [defined below], shall be described herein collectively as the “Subsidiaries” and individually as a “Subsidiary”), owns certain mining properties in Sanders County, Montana, as described more specifically in Exhibit A hereto (collectively, the “Properties”).
B.	Revett and another of its wholly-owned subsidiaries, Genesis Inc. (“Genesis”), are parties to a certain Promissory Note (the “Note”) in the principal amount of $5,000,000, dated February 21, 2000, as amended by Third Amendment dated February 1, 2003 (the “Third Amendment”), from Genesis and Revett (previously known as Sterling Mining Company), collectively as “Maker”, to Kennecott Montana Company (“Kennecott”, with Kennecott and any subsequent holder of the Note referred to herein and in the Note as “Payee”), as “Lender”.
C.	The Note is secured by a Mortgage, Security Agreement and Financing Statement, dated February 21, 2000 (the “Mortgage”), from Genesis, as “Mortgagor” and as predecessor to the Subsidiaries as owner of the Properties. The Mortgage encumbers certain of the Properties and certain other properties of Genesis.
D.	Royal Gold wishes to purchase from Revett, and Revett wishes to sell to Royal Gold, certain shares of Revett common stock, with the right and option of Royal Gold to convert those shares into a royalty on the Properties, as provided in this Agreement.
E.	Royal Gold wishes to receive from Revett, and Revett wishes to grant to Royal Gold, the exclusive right and option, but not the obligation, to cure any defaults by Revett, Genesis or the Subsidiaries under the Note or Mortgage and, in the event that the Payee commences any foreclosure proceeding pursuant to the Mortgage, to assume the Payee’s position under the Note and Mortgage or, alternatively, to enter into a replacement promissory note and security instrument, as provided herein.

NOW, THEREFORE, in consideration of the mutual benefits to be derived by the parties hereto pursuant to this Agreement, Revett and Royal Gold hereby agree as follows:

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ARTICLE I
AGREEMENT TO SELL AND PURCHASE SHARES; CONVERSION RIGHT

1.1

Agreement to Sell and Purchase Shares. On or before October 15, 2004 (the “Closing Date”), Royal Gold shall purchase from Revett, and Revett shall issue and sell to Royal Gold, 1,333,333 shares of previously unissued common stock of Revett (the “Shares”), for a Purchase Price of One Million United States Dollars (US$1,000,000) (the “Closing”). At the Closing, Revett shall deliver to Royal Gold a certificate or certificates registered in the name of Royal Gold representing the Shares, and Royal Gold shall pay the Purchase Price to Revett by wire transfer to Revett’s account at a bank designated by Revett.

1.2

Option to Convert Shares to NSR Royalty. Royal Gold shall have the right to convert (“Conversion Right”) the Shares to a perpetual, non-participating one percent (1%) net smelter return (“NSR”) royalty, as described in Exhibit B hereto (the “Royalty”), on the Properties and other lands, if any, owned or acquired by Revett or the Subsidiaries within the Area of Interest described in Exhibit C hereto, at any time during the period from the Closing Date until sixty (60) days after the later of: (i) Royal Gold having been presented with a positive bankable feasibility study (i.e., a study that is in a form and of a scope generally acceptable to reputable financial institutions that provide financing to the mining industry) with respect to the Properties; or (ii) Revett’s Board of Directors having approved commencement of construction of a mine (the “Mine”) on those Properties. The following conditions and limitations shall apply to the Conversion Right and the Royalty:

(a)

The Conversion Right shall be personal to Royal Gold. If Royal Gold transfers the Shares to another party, the Conversion Right shall terminate.

(b)

The Royalty shall be subordinate to security interests that secure initial third party financing of the construction of the Mine, if and to the extent that the party providing that financing requires such subordination. This subordination to which the Royalty may be subjected shall not prohibit or limit payments due under the Royalty unless and until a default under the financing agreement occurs and is declared by the financing party. In the absence of such default and declaration, payments due under the Royalty shall have priority over any cash sweep or cash reserve requirements under the financing agreement.

1.3 Royal Gold Opportunity to Present Financing Proposal and Right of First Refusal to Provide Financing. At such time, if any, that either Revett or any Subsidiary receives and wishes to accept a reasonably detailed term sheet or other form of proposal for financing of construction of the Mine, the party receiving the proposal shall give Royal Gold a copy of that proposal, and Royal Gold shall have twenty (20) business days thereafter in which to present to Revett a competing proposal for such financing. Further, if at any time either Revett or any Subsidiary receives and wishes to accept a reasonably detailed term sheet or other form of proposal involving either: (i) a royalty, production payment or other similar transaction that is calculated on the basis

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	of a percentage of production or revenues from the Mine, or (ii) royalty financing for the construction of the Mine; it shall provide Royal Gold with a copy of that proposal, and Royal Gold shall have a right of first refusal to provide financing on terms as or more favorable than those contained in the proposal. That right shall be exercisable by Royal Gold for a period of twenty (20) business days after its receipt of the copy of the proposal. If Royal Gold declines either to present a financing proposal or to exercise its right of first refusal, as the case may be, Revett and the Subsidiaries shall have the right for a period of ninety (90) days after that declination to close the transaction but only if the final terms of the transaction to be closed are not materially different from the terms of the proposal presented to Royal Gold. If the transaction is not closed within that ninety (90) day period, or if the terms of the transaction to be closed are materially different from those presented to Royal Gold, then Royal Gold’s rights under this Section 1.3 shall be reinstated .
1.4	Royal Gold Option to Cure Defaults under the Note or Mortgage. Revett hereby agrees that if it, Genesis or any of the Subsidiaries receive a notice from the Payee that requests an interest payment under the Note, as provided in the Third Amendment, Revett shall so inform Royal Gold in writing and provide Royal Gold with a copy of that notice within two (2) business days after Revett’s, Genesis’ or a Subsidiary’s receipt, whichever is earliest, of same. Revett shall exercise its best efforts to make or cause Genesis or a Subsidiary to make payment of that interest payment on or before two (2) days prior to its due date. If they fail to do so, Revett shall so notify Royal Gold in writing on or before that interest payment due date, in which event Royal Gold shall have the exclusive right and option, but not the obligation, to make such payment. If Revett, Genesis or any of the Subsidiaries default under any of their other obligations under the Note, or if Genesis or a Subsidiary defaults under any of their obligations under the Mortgage, and any of them receives a notice of default from the Payee pursuant to either the Note or Mortgage, Revett shall so inform Royal Gold in writing and provide Royal Gold with a copy of the default notice after its, Genesis’ or the Subsidiary’s receipt of same. Revett then shall exercise its best efforts to cure the default or cause Genesis or a Subsidiary to cure the default within twenty (20) days after receipt of the default notice. If the default is not cured within that time period, or if Revett determines that none of them will be able to cure the default within that time period, Revett shall so notify Royal Gold by telephone, facsimile and e-mail on or before the first business day after the twentieth (20th) day, after which Royal Gold shall have the exclusive right and option, but not the obligation, to cure the default cited by the Payee in its notice of default.
1.5	Royal Gold’s Options in the Event of Foreclosure under the Mortgage. If the Payee initiates a foreclosure proceeding pursuant to the Mortgage, Royal Gold shall have the exclusive right and option, but not the obligation, to enter into a transaction with the Payee pursuant to which Royal Gold would assume the position of the Payee under the Note and Mortgage. If for any reason Royal Gold is unable to obtain the Payee’s agreement to Royal Gold’s assumption of Payee’s position, Revett agrees that Royal Gold shall have the exclusive right and option, but not the obligation, to

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pay off the remaining balance due under the Note, in which event Revett shall execute and shall cause Genesis and/or the appropriate Subsidiary or Subsidiaries to execute a replacement promissory note for the same principal amount and with the same other provisions as the Note, except as provided below in this Section 1.5. Revett also shall cause the appropriate Subsidiary or Subsidiaries to execute a replacement security instrument that contains the same terms and conditions and encumbers the same properties and interests as the Mortgage, with the exception that the replacement security interest shall reflect the revised terms of the replacement note as described below in this Section 1.5. The Note and Mortgage assumed from Payeee by Royal Gold or, in the alternative, the replacement note and security instrument described above, shall be subject to the following further provisions:

(a)	Royal Gold will extend the current Term of the Note through February 21, 2010, but the Note otherwise shall remain unchanged; and
(b)	For the remaining Term of the Note, Royal Gold shall have the right to convert all principal and interest due under the Note into either:

(i)	a perpetual, non-participating three percent (3%) NSR royalty, as defined in Exhibit B hereto, in the Properties and any other lands within the Area of Interest owned or acquired by Revett, Genesis or any of the Subsidiaries within the Area of Interest described in Exhibit C hereto; or
(ii)	previously unissued common stock of Revett, at a conversion rate of US$0.75 per share for all unpaid principal and interest under the Note or replacement note, as applicable, at the time of conversion.

1.6

Maintenance of Title to Properties and Title Information; Recordable Instrument. Revett hereby agrees to maintain the unpatented mining claims within the Properties in good standing and to timely pay all property taxes applicable to the patented mining claims within the Properties. Revett promptly shall provide to Royal Gold, upon written request from Royal Gold, copies of all title information in Revett’s possession and control regarding the Properties. Revett further agrees to cause Genesis and/or one or more of the Subsidiaries to execute a recordable instrument in a form reasonably acceptable to Royal Gold, so as to provide constructive notice of Royal Gold’s rights under this Agreement to receive the NSR royalties in the Mine, as described in Sections 1.2 and 1.5 above.

1.7

Royal Gold Piggy-Back Registration and Anti-Dilution Rights with Respect to Revett Stock. Revett agrees that at such time as it files a registration statement with either United States or Canadian securities regulators for a public offering of its common stock, it will include in such registration the Shares purchased by Royal Gold pursuant to Section 1.1 above, plus all shares of Revett common stock, if any, that have been acquired by Royal Gold pursuant to Section 1.5(b)(ii) above. Revett also agrees to provide Royal Gold with the right and option, but not the obligation, to purchase additional shares of Revett common stock if Revett sells additional stock (either in a private placement or public offering) at a price of less than US$0.75 per share. In such case, the price to Royal Gold shall be equal to the sale price for which

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such shares were sold; and the number of shares that Royal Gold shall be entitled to purchase at that price shall be a number that will maintain Royal Gold’s percentage ownership of Revett’s issued and outstanding shares at the same percentage level as it was immediately prior to the sale of the Revett shares at less than US$0.75 per share.

1.8

Confidentiality and Press Releases. Neither party shall, without the prior written consent of the other party, disclose to any third party (excluding, however, any representative, affiliate, agent, consultant or contractor of the disclosing party who has a bona fide need to be informed) any information or data concerning operations, including but not limited to exploration, on the Properties that is not generally available to the public; provided, however, that upon not less than five (5) days’ prior written notice to the other party setting forth the nature and content of a proposed disclosure, the disclosing party may disclose information or data pertaining to the Properties: (a) to any third party to whom the disclosing party in good faith anticipates selling all or part of its interest hereunder, or (b) to any lender or underwriter from whom the disclosing party is borrowing or raising funds secured by or based upon the Properties, provided that such lender or underwriter executes a confidentiality agreement in a form that is reasonably acceptable to the non-disclosing party. If a disclosure is, in the good faith judgment of a party, required for compliance with applicable laws, rules, regulation or orders of any governmental agency or stock exchange having jurisdiction over the disclosing party, that party shall provide as much prior notice to the other party of the nature and contents of the proposed disclosure, for the review and comment of the non-disclosing party, as is reasonably possible in the circumstances.

WHEREFORE, the parties have executed this Agreement to be effective as of the date first above written.

ROYAL GOLD, INC.

By: /s/ Tony A. Jensen

REVETT SILVER COMPANY

By: /s/ William Orchow

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