JOINT VENTURE AGREEMENT Joint Venture Agreement dated as of June 8, 2012 (this "Agreement") between Dutch Gold Resources, Inc., a corporation domiciled in Nevada, USA ("DGRI"), and RadarNica, SA, a corporation domiciled in Nicaragua ("RN"). WHEREAS, the parties desire to develop and operate the Villa Nueva 1 (VN1) mines and associated processing plant, equipment, and other assets in Nicaragua controlled by a concession to be obtained by RadarNica, SA or one of its affiliates and other projects in Nicaragua. These mining properties are collectively referred to herein as the "Nicaraguan Properties". NOW THEREFORE, the parties hereto hereby agree as follows: 1. LLC Formation. The parties shall establish a joint venture limited liability company (the "JV LLC") under the laws of the State of Georgia, with an operating agreement (the "LLC Agreement"), which DGRI and RN will execute through their appropriate Nicaraguan corporations, these special purpose vehicles being designed to comply with Nicaraguan law.. The JV LLC in turn shall operate the Nicaraguan Properties and provide for their further development. 2. LLC Ownership, Funding. The consideration for the Proposed Transaction will be such amounts needed to begin and continue operations at the VN1 project. DGRI will provide the investment capital for the joint venture in an initial amount of $100,000, with subsequent additional financing as warranted for the optimization of the project. DGRI and RN agree that one percent of the project shall be awarded to a Nicaraguan company to be named at a later date. DGRI and RN agree that the net proceeds from the remaining 99 percent of the VN1 project will be split 50/50, and that the sharing arrangement will remain the same until DGRI has invested $250,000. The Parties agree that this pilot project may set the stage for additional production out of VN1, and that DGRI and RN shall each have the right, but not the obligation, to make additional investments in VN1, and would earn a larger interest in the project, in a manner to be agreed to in the Operating Agreement between the parties. DGRI shall issue to RN 20 Million options to purchase shares of restricted common stock, which will carry piggyback registration rights. After DGRI has received the greater of $300,000 in net revenue from the operation of VN1, or 125% of the equipment acquisition, transportation and development cost for VN1, RN shall have earned a 50% ownership interest in the equipment utilized to operate VN1. 3. Responsibilities (a) DGRI AD will provide sufficient financing, managerial and technical resources, and expertise to bring the VN1 project into production or active development within the next sixty days, per the attached Use of Proceeds and initial equipment list, subject to change as may be agreed between Parties. It is understood the goal of both parties is to achieve production as soon as practically possible. DGRI AD will provide funding for bonding, insurance and other financial instruments needed to bring property to production, and provide such additional resources as needed to bring the VN1 project into production, coordinate compliance activities, and such other resources needed to facilitate the implementation and continuation of production in such a manner as to optimize the production of the VN1 project, in concert with RN. (b) RN will do each of the following: Acquire and vend the VN1 project into the joint venture to be formed by DGRI and RN. Provide such operational resources and onsite supervision as to operate the VN1 project to its optimum capacity. Establish and maintain work processes and systems that are compliant with government regulations, with particular emphasis on environmental safety and reporting. DGRI and RN shall each give to the other the first right of

refusal to match or increase any offer relating to a deal with a third party. This excludes the Masada and Jerusalem projects currently being developed with another JV partner. 4. Subsequent Projects. (a) RN and DGRI shall each give to the other the first right of refusal to match or increase any offer relating to a deal with a third party within Nicaragua. This excludes the Masada and Jerusalem projects currently being developed with another JV partner. 5. Representations, Indemnification. (a) The parties understand that this investment is illiquid, and involves a high degree of risk, and is only suitable for those who can afford to lose their entire investment. The parties further understand that any securities referenced herein have not been registered under the United States Securities Act of 1933 or the securities laws of any state of the United States and will be subject to substantial restrictions on transferability unless and until the securities are registered or an exemption from registration becomes available. (b) The parties' decision to enter the transactions contemplated by this agreement is based solely on their independent analyses. The parties: (A) have been given the opportunity to ask questions of, and receive answers from one another concerning the terms and conditions and other matters pertaining to this investment, and all such questions have been answered to the satisfaction of the parties; (B) have been given the opportunity to obtain such additional information necessary to verify the accuracy of the information or that has been otherwise provided in order for them to evaluate the merits and risks of investment; and (C) have been given the opportunity to obtain additional information from one another. The parties have not been furnished with any oral representation or warranty in connection with the transactions contemplated by this agreement, and the parties are not entering these transactions with a view to the sale or other distribution thereof. (c) The parties' unconditionally agree to indemnify and hold one another and any of their counsel, advisors and accountants, harmless from any loss, liability, claim, damage or expense, arising out of the inaccuracy of any of their respective representations, warranties or statements or the breach of any of the agreements contained herein. (d) The parties affirm that they have full power, and authority, and their signatures establish this agreement as a valid and legally binding document enforceable as written. The parties agree, however, to make any necessary amendments to bring this agreement in compliance with any applicable Australian or United States legal requirements. 6. Assignment. Each Party shall have the right to assign its rights and obligations hereunder and in the JV LLC to another business entity controlled by it. 7. Termination. This Agreement may be terminated by either party, not in default hereunder, if the development leading to operation of the Nicaraguan Properties shall not have begun within two months from the date of receipt of assay results from that certain bulk sample currently undertaken, without further obligation on either party except for liabilities accrued to the date of termination. 8. Miscellaneous.

The provisions of the LLC Agreement, shall include the governing law and arbitration provisions, and will be incorporated herein by reference and made applicable to this Agreement and the parties hereto. The addresses for notices between the parties shall be those respectively provided to each other most recently in writing or electronically. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. DUTCH GOLD RESOURCES, INC.

By: ______________________ Daniel Hollis Chief Executive Officer RADARNICA, SA By: ______________________ Aaron Strobel Manager  

The provisions of the LLC Agreement, shall include the governing law andarbitration provisions, and will be incorporated herein by reference and made applicable to thisAgreement and the parties hereto. The addresses for notices between the parties shall be thoserespectively provided to each other most recently in writing or electronically.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of thedate first above written.

DUTCH GOLD RESOURCES, INC.

By: _Daniel HollisChief Executive Officer

RADARNICA, SA

BY:~Aaron StrobelManager