Goldfield (GV)

Guaranty of Equipment and Vehicle Leases

On July 13, 2006, the Company entered into an Unconditional Guaranty (the “Lease Guaranty”) pursuant to which the Company has unconditionally guaranteed the obligations of Southeast Power under a series of vehicle and equipment leases which Southeast Power has entered into or may enter into with Branch Banking and Trust Leasing Corporation (the “Lessor”).  The maximum liability of the Company to the Lessor under the Lease Guaranty has been increased to $4.0 million, which corresponds to the increased maximum value of leased property which Southeast Power may lease from the Lessor under this arrangement at any time.  The Lease Guaranty replaces the $1.5 million guaranty previously filed as Exhibit 10-4 on the Company’s Current Report on Form 8-K, dated July 15, 2005, filed with the Securities and Exchange Commission on March 20, 2006.  All other terms of the Lease Guaranty remain the same as in the prior quarantee.

The foregoing description of the Lease Guaranty does not purport to summarize all of the provisions of such document and is qualified in its entirety by reference to the  Lease Guaranty filed as Exhibit 10-5 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As described above in Item 1.01 under the heading “Loan Agreement,” the Company, Southeast Power and the Bank entered into a Loan Agreement and other ancillary agreements for durable equipment purchases. The Loan documents are filed as Exhibit 10-1, Exhibit 10-2, Exhibit 10-3 and Exhibit 10-4 to this Current Report on Form 8-K, which are incorporated herein by reference.

In addition, as described above in Item 1.01 under the heading “Guaranty of Vehicle and Equipment Leases,” the Company has agreed to guarantee Southeast Power’s obligation under a series of vehicle and equipment leases.  The Lease Guaranty is filed as Exhibit 10-5 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 9.01 - Financial Statements and Exhibits.

     (d)     Exhibits.

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