Assignment of Warrants Agreement between Michael Berns, James Berns, and David Mathewson regarding Gold Run Inc.

Summary

Michael Berns and James Berns each assign and transfer to David Mathewson warrants to purchase a total of 1,650,000 shares of Gold Run Inc. common stock (1,100,000 from Michael Berns and 550,000 from James Berns) for $1.00 and other consideration. The terms and conditions for exercising these warrants will be determined by Gold Run Inc.'s Board of Directors. The agreement is dated December 4, 2007.

EX-10.23 101 exh10-23.txt MICHAEL BERNS 767 THIRD AVENUE NEW YORK, NEW YORK 10017 December 4, 2007 Mr. David Mathewson 1265 Mesa Drive Fernley, Nevada 89408 Gentlemen: For One ($1.00) Dollar and other good and valuable consideration, I hereby assign and transfer to you warrants to purchase 1,100,000 shares of common stock of Gold Run Inc. on terms and conditions determined by the Board of Directors. Sincerely, /S/ MICHAEL BERNS ----------------- Michael Berns cc: Gold Run Inc. JAMES BERNS 767 THIRD AVENUE NEW YORK, NEW YORK 10017 December 4, 2007 Mr. David Mathewson 1265 Mesa Drive Fernley, Nevada 89408 Gentlemen: For One ($1.00) Dollar and other good and valuable consideration, I hereby assign and transfer to you warrants to purchase 550,000 shares of common stock of Gold Run Inc. on terms and conditions determined by the Board of Directors. Sincerely, /S/ JAMES BERNS --------------- James Berns cc: Gold Run Inc.