Exhibit 10.1

                            ASSET PURCHASE AGREEMENT

THIS AGREEMENT dated the 12 February 2008.

BETWEEN:

               COAL HARBOUR CONSULTING INC.

               (the "VENDOR")

                                                               OF THE FIRST PART

AND:

               OXBOW RESOURCES CORP.

               (the "PURCHASER")

                                                              OF THE SECOND PART

WHEREAS:

A. The Vendor is the registered and beneficial  owner of various  mineral claims
(hereinafter  the "CLAIMS"),  collectively  called  BRISTOL GOLD  PROPERTY.  The
Claims of the Vendor are more  particularly  described  in Schedule "A" attached
hereto and forming part of this Agreement;

B. The Vendor has agreed to sell and the Purchaser has agreed to purchase all of
the Claims of the Vendor in accordance with the terms of this Agreement.

NOW THEREFORE THIS AGREEMENT  WITNESSES that in  consideration  of the terms and
covenants  herein and other good and  valuable  consideration,  the  receipt and
sufficiency  of which each  party  acknowledges,  the  parties  hereto  agree as
follows:

1. PURCHASE AND SALE OF ASSETS

1.1 SALE OF ASSETS.  Subject to the terms and conditions of this Agreement,  the
Vendor hereby sells to the  Purchaser,  and the Purchaser  hereby  purchases the
Vendor's Claims.

PURCHASE  PRICE.  The purchase  price payable by the Purchaser to the Vendor for
the Vendor's Claims will be paid a total of USD $20,000 and 2,500,000  shares of
the  Company,  at a deemed price of $0.001 (par value) (the  "PURCHASE  PRICE"),
subject to a carried 3% Net Smelter Royalty as described in Schedule "A".
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1.2 PAYMENT OF THE PURCHASE PRICE.  The Purchase Price will be paid  immediately
on delivery of property report, by bank draft or wire order.

2. COVENANTS OF THE PARTIES

2.1 COVENANTS.  The parties  undertake to keep the  information  with respect to
this  Agreement,  the terms  herein,  and any related,  underlying or subsequent
agreements (the  "INFORMATION")  confidential  and not to directly or indirectly
disclose  the  Information  at any  time to any  person  or  persons  or use the
Information for any purpose whatsoever.

3. REPRESENTATIONS OF THE VENDOR

3.1  REPRESENTATIONS.  The Vendor  represents  and warrants to the  Purchaser as
follows,  with the intent that the Purchaser will rely on the representations in
entering  into  this  Agreement,   and  in  concluding  the  purchase  and  sale
contemplated by this Agreement:

     (a)  CAPACITY TO SELL. The Vendor is Coal Harbour  Consulting Inc.,  having
          the power and capacity to own and dispose of the Claims,  and to enter
          into this Agreement and carry out its terms to the full extent;

     (b)  AUTHORITY TO SELL. The execution and delivery of this  Agreement,  and
          the completion of the  transaction  contemplated by this Agreement has
          been duly and validly authorized by all necessary  corporate action on
          the part of the Vendor, and this Agreement  constitutes a legal, valid
          and binding obligation of the Vendor enforceable against the Vendor in
          accordance  with its terms except as may be limited by laws of general
          application affecting the rights of creditors;

     (c)  LITIGATION.  There is no litigation or  administrative or governmental
          proceeding  or inquiry  pending  or, to the  knowledge  of the Vendor,
          threatened against or relating to the Claims, nor does the Vendor know
          of or have  reasonable  grounds  that  there is any basis for any such
          action, proceeding or inquiry;

     (d)  GOOD  STANDING.  Prior to  closing  this  Agreement,  the  Vendor  has
          maintained, as required, the Claims in good standing.

4. REPRESENTATIONS OF THE PURCHASER

4.1  REPRESENTATIONS.  The  Purchaser  represents  and warrants to the Vendor as
follows,  with the intent that the Vendor will rely on these representations and
warranties in entering into this  Agreement,  and in concluding the purchase and
sale contemplated by this Agreement:

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     (a)  STATUS OF PURCHASER. The Purchaser is a corporation duly incorporated,
          validly  existing and in good  standing and has the power and capacity
          to enter into this Agreement and carry out its terms; and

     (b)  AUTHORITY TO PURCHASE.  The execution  and delivery of this  Agreement
          and the completion of the  transaction  contemplated by this Agreement
          has been duly and validly authorized by all necessary corporate action
          on the part of the Purchaser,  and this Agreement constitutes a legal,
          valid and binding obligation of the Purchaser  enforceable against the
          Purchaser  in  accordance  with its terms except as limited by laws of
          general application affecting the rights of creditors.

5. TRANSFER OF ASSETS

5.1 TRANSFER OF PROPERTY. The Purchaser must provide written instructions to the
Vendor if the Purchaser wishes to transfer the claims into the Purchaser's name.
The instructions should include the claims,  tenures, and property name, as well
as the full name and mineral license of the Purchaser.

5.2. VENDOR'S  MAINTENANCE OF PROPERTY.  The Purchaser may request the Vendor to
maintain the claims on the  Purchaser's  behalf,  or if the  Purchaser  does not
provide  written  instruction  to  transfer  the  claims,  then the Vendor  will
maintain the claims for the Purchaser.  The Vendor will charge a maintenance fee
to maintain the claims on the Purchaser's  behalf. If the Purchaser does not pay
the  maintenance  fee the Vendor  reserves  the right to let the claims lapse or
expire.

6. SURVIVAL OF REPRESENTATIONS AND COVENANTS

6.1 VENDOR'S REPRESENTATIONS AND COVENANTS.  All representations,  covenants and
agreements  made by the Vendor in this Agreement or under this  Agreement  will,
unless otherwise expressly stated,  survive closing and any investigation at any
time made by or on behalf  of the  Purchaser  will  continue  in full  force and
effect for the benefit of the Purchaser.

6.2 PURCHASER'S  REPRESENTATIONS AND COVENANTS.  All representations,  covenants
and  agreements  made by the Purchaser in this Agreement or under this Agreement
will, unless otherwise  expressly stated,  survive closing and any investigation
at any time made by or on behalf of the Vendor and will  continue  in full force
and effect for the benefit of the Vendor.

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7. GENERAL

7.1 GOVERNING LAW. This Agreement and each of the documents  contemplated  by or
delivered  under or in connection  with this Agreement are governed  exclusively
by, and are to be enforced,  construed and interpreted exclusively in accordance
with the laws of British  Columbia  which will be deemed to be the proper law of
the Agreement.

7.2 PROFESSIONAL  FEES. Each of the parties will bear the fees and disbursements
of  their  respective   lawyers,   advisers  and  consultants  engaged  by  them
respectively in connection with the transactions  contemplated by this Agreement
prior to the closing.

7.3 ENUREMENT. This Agreement enures to the benefit of and binds the parties and
their respective successors and permitted assigns.

7.4 NOTICE.  All notices  required or permitted to be given under this Agreement
will be in writing  and  personally  delivered  to the  address of the  intended
recipient  set out on the first page of this  Agreement or at such other address
as may  from  time to time  be  notified  by any of the  parties  in the  manner
provided in this Agreement.

7.5  FURTHER  ASSURANCES.  The  parties  will  execute  and  deliver all further
documents and take all further  action  reasonably  necessary or  appropriate to
give effect to the  provisions  and intent of this Agreement and to complete the
transactions contemplated by this Agreement.

7.6  REMEDIES  CUMULATIVE.  The rights and  remedies  under this  Agreement  are
cumulative and are in addition to and not in  substitution  for any other rights
and  remedies  available  at law or in  equity or  otherwise.  Any party to this
Agreement  may  terminate  this  Agreement if any other party is in breach of or
defaults  under any material  term or condition of this  Agreement or has made a
material misrepresentation in this Agreement. No single or partial exercise by a
party of any right or remedy precludes or otherwise  affects the exercise of any
other right or remedy to which that party may be entitled.

7.7 ENTIRE  AGREEMENT.  This Agreement  constitutes the entire agreement between
the parties and there are no representations,  express or implied,  statutory or
otherwise  and no  collateral  agreements  other  than as  expressly  set out or
referred to in this Agreement.

7.8 HEADINGS.  The division of this Agreement into sections and the insertion of
headings are for  convenience  only and do not form part of this  Agreement  and
will not be used to  interpret,  define or limit the scope,  extent or intent of
this Agreement.

7.9  SEVERABILITY.  Each  provision  of  this  Agreement  is  severable.  If any
provision of this Agreement is or becomes illegal, invalid or unenforceable, the
illegality, invalidity or unenforceability of that provision will not affect the
legality,  validity  or  enforceability  of the  remaining  provisions  of  this
Agreement.

7.10  SCHEDULES.  The  Schedules  attached  hereto form an integral part of this
Agreement.

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7.11 TIME OF THE ESSENCE. Time will be of the essence of this Agreement.

7.12 COUNTERPARTS. This Agreement and all documents contemplated by or delivered
in connection  with this Agreement may be executed and delivered by facsimile or
original and in any number of counterparts,  and each executed  counterpart will
be considered to be an original.  All executed  counterparts taken together will
constitute one agreement.

IN WITNESS  WHEREOF the parties have duly executed this  Agreement by their duly
authorized officers effective the day, month and year written above.

VENDOR: COAL HARBOUR CONSULTING INC.

Per: Esther Briner


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PURCHASER: OXBOW RESOURCES CORP.

Per:

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                                  SCHEDULE "A"
              THIS IS SCHEDULE "A" to the Asset Purchase Agreement.