Allied Nevada Gold Corp

PROFESSIONAL SERVICE AGREEMENT

This Professional Service Agreement is entered into this 26th day of January 2007, by and between Allied Nevada Gold Corp., a Delaware corporation (Allied), and Hal Kirby (Consultant).

WITNESSETH:

Consultant has substantial expertise in executive, financial and accounting management in the mining industry.

Allied wishes to receive the benefit of such expertise through consulting services to be provided by Consultant.

NOW, THEREFORE, in consideration of mutual promises herein contained and other good and valuable consideration, the parties hereto agree as follows:

1. Services to be performed. Consultant shall provide the services described in Exhibit A attached hereto and incorporated herein by this reference and shall furnish all labor, equipment and materials required therefor (the Services). Consultant shall make itself available at all reasonable times to consult with Allied as part of the Services.

2. Location of Services. Consultant shall perform the Services in Toronto, Canada or from time to time at such locations as may be specified or directed by Allied. Consultant shall adequately familiarize itself with the conditions of the area where Services will be performed, including the terrain, weather and working conditions, the type of equipment and facilities necessary to complete the Services, and all other matters that might in any way affect the Services or the cost or difficulty of performing the Services. Any failure by Consultant to properly comprehend such matters shall not relieve Consultant from proper performance of the Services nor entitle Consultant to additional compensation.

3. Term. Subject to the provisions of Sections 11 and 12, this Agreement shall remain in effect until the Services have been fully completed and accepted by Allied and final payment has been made to Consultant.

4. Performance of Services. Before commencing the Services and before entering onto any of Allieds property, Consultant shall notify Allieds designated representative. Consultant shall perform the Services to the satisfaction of Allied and in a professional and workmanlike manner in accordance with practices generally acceptable for the nature of the Services to be performed. All of Consultants operations shall be conducted in a careful and safe manner, in accordance with customary engineering and mining standards and procedures. Consultant shall initiate and follow appropriate safety precautions in performing the Services and shall comply with any safety rules or instructions issued by Allied. Consultant shall maintain the area where Services are performed in a clean, safe and orderly condition. Upon completion of any Services on property owned or controlled by Allied, Consultant shall clean up and remove all rubbish, debris and waste materials and shall restore the property to a clean and safe condition acceptable to Allied. In the event of Consultants failure to promptly do so, Allied may perform the clean-up at the expense of Consultant.

5. Equipment and Personnel. Consultant shall, at its own expense, furnish all equipment, tools, utilities, facilities, material, supplies, supervision, and experienced personnel necessary to perform the Services, and shall pay any and all federal, local and state taxes assessed or levied on account thereof. Consultant shall not allow any unfit, unqualified or unskilled person to perform any part of the Services. Allied shall not be responsible for loss of Consultants tools or equipment or the personal effects or tools of Consultants employees, if any.

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