39



Exhibit 10.2
------------


                                ANTON DIST. INC.
                                ----------------
                        Suite 1450, 409 Granville Street
                           Vancouver, British Columbia
                                 Canada, V6C 1T2
                               Tel: (604) 669-3707


April 29, 2004

To:
THE SHAREHOLDERS AND THE BOARD OF DIRECTORS OF
----------------------------------------------
GRUPO MINERO INTERNACIONAL S.A.C.
---------------------------------
193-I, 401-C Jose Antonio Street
La Molina, Peru


Dear Sirs\Mesdames:

Re:  OFFER TO  PURCHASE  ALL OF THE  OUTSTANDING  SHARES IN THE CAPITAL OF GRUPO
     MINERO  INTERNACIONAL  S.A.C.  ("GRUPO") FROM ALL THE  SHAREHOLDERS  OF THE
     OUTSTANDING  SHARES IN THE CAPITAL OF GRUPO BY ANTON DIST.  INC.  ("ANTON")
     (CHANGING ITS NAME TO "ANDRESMIN GOLD CORPORATION")
     ---------------------------------------------------------------------------

Subject to and in accordance  with the terms and  conditions  contained  herein,
this binding letter agreement (the "Letter  Agreement") will set forth the basic
understanding,  terms and conditions  relating to the  acquisition of all of the
outstanding  shares in the  capital of Grupo (the  "Grupo  Capital"),  a company
organized  under the laws of Peru, by Anton, a company  organized under the laws
of the  State  of  Montana,  (the  "Transaction").  David  Michael  Clifton  and
Shih-Hung Chuang are the only  shareholders of the Grupo Capital and are parties
to this Letter Agreement.

The parties also intend to enter into a more formal purchase agreement by way of
a share purchase  agreement (the "Formal  Agreement")  and other  documents that
more fully delineate and formalize the terms outlined in this Letter  Agreement,
failing which the following terms will apply:

1.   Form of  Transaction.  Mr.  Clifton and Mr. Chuang will transfer all of the
     ---------------------
Grupo  Capital  and assign any loans  owing  from Grupo to Mr.  Clifton  and Mr.
Chuang to Anton in exchange  for: (i)  receiving  US$230,000 in cash from Anton,
which will be payable by Anton to Mr.  Clifton and Mr. Chuang in equal  portions
on the closing date, which will be June 10, 2004 (the "Closing Date");  and (ii)
a 2.5% Net Smelter  Royalty on all properties and mining rights  currently owned
by Grupo,  which will be payable upon  reaching  commercial  production in equal
portions to Mr. Clifton and Mr. Chuang.



<PAGE>


                                       40



2.   Formal Agreement. Additional terms, conditions and provisions governing the
     -----------------
proposed  Transaction  may be  contained  in a Formal  Agreement,  which will be
prepared and executed in form and substance  satisfactory to Grupo and Anton and
their respective legal counsel.

3.   Due Diligence. The parties obligations under this Letter Agreement shall be
     --------------
subject to the following conditions:

     (a)  Anton shall complete due diligence to its satisfaction and that of its
counsel,  as to corporate  status,  compliance  with  applicable  laws,  assets,
liabilities,  contracts  and  financial  condition and prospects of Grupo within
thirty (30) days after entering into this Letter Agreement.

     (b)  Grupo will provide Anton and its  respective  representatives,  agents
and advisers with reasonable access to, and copies of, all books, records, files
and documents in Grupo's  possession as may be reasonably  requested by Anton in
order that Anton may satisfy itself as to all matters  relating to the business,
ownership, assets, operations and liabilities of Grupo.

4.   Representations  and Warranties.  The Formal  Agreement shall contain usual
     --------------------------------
and customary  representations and warranties by each of Grupo, Mr. Clifton, Mr.
Chuang and Anton about each such  corporation  and the Grupo Capital,  including
but not limited to:

               (i)     due incorporation and good standing;
               (ii)    due  authorization  of the  transactions  and  agreements
                       relating thereto;
               (iii)   title of each such corporation to its assets;
               (iv)    correctness of financial statements;
               (v)     condition  of  properties,  equipment and  other material
                       assets;
               (vi)    absence of undisclosed or contingent liabilities;
               (vii)   absence of any material adverse change  since the date of
                       its  most  recent  financial  statements in the financial
                       condition, results or prospects of such corporation;
               (viii)  absence of tax liabilities other than on a current basis;
               (ix)    absence of any threatened or pending litigation;
               (x)     continuing  validity  of contracts, licenses and permits;
                       and
               (xi)    that the Grupo Capital  is free and clear of any liens or
                       encumbrances.

5.   Indemnification.  Each of Grupo,  Mr.  Clifton,  Mr. Chuang and Anton shall
     ----------------
agree to indemnify  the other  against any loss,  damage,  expense,  judgment or
payment  (including  expenses of  investigation,  attorney's fees and litigation
expenses)  resulting from the inaccuracy of any  representation or warranty made
by such party in the Formal Agreement.

6.   Condition Precedent to Closing. Anton shall have raised US$230,000 prior to
     -------------------------------
June 10, 2004 in order to have the funds  available to complete the  Transaction
on the Closing Date.

7.   Consents.  Each of Grupo, Mr. Clifton,  Mr. Chuang and Anton will cooperate
     ---------
with one another and proceed,  as promptly as is reasonably  practicable to seek



<PAGE>


                                       41



to obtain all necessary  consents and approvals,  and to endeavor to comply with
all  other  legal  or  contractual  requirements  for  or  preconditions  to the
execution and consummation of the Formal Agreement.

8.   Confidentiality.  Each of Grupo and Anton  agrees to treat all  information
     ----------------
(including but not limited to any information  identified as  "confidential"  in
writing  and any such  information  which by its  content  or from the manner in
which it is provided could reasonably be deemed to be  confidential)  concerning
the  other  furnished,  or to be  furnished,  by or on  behalf  of the  other in
accordance   with  the   provisions  of  this   paragraph   (collectively,   the
"Information"),  and to take,  or abstain from taking,  other  actions set forth
herein.  The  Information  will be used solely for the purpose of evaluating the
proposed transactions, and will be kept confidential by each corporation and its
officers, directors, employees, representatives,  agents, and advisors; provided
that (i) any of such  Information may be disclosed by either  corporation to its
officers, directors, employees,  representatives,  agents, and advisors who need
to  know  such   information   for  the  purpose  of  evaluating   the  proposed
transactions,  (ii) any disclosure of such information may be made to which each
corporation  consents in writing,  (iii) such information may be disclosed if so
required by law and (iv) such  obligation of  confidentiality  shall expire upon
such  confidential  information  becoming public by means other than a breach of
this paragraph.  If the proposed  Transaction is not consummated,  each of Grupo
and Anton will promptly return all documents,  contracts, records, or properties
to the other.  The provisions of this paragraph shall survive the termination of
this Letter Agreement.

9.   Public Disclosure. Before the closing of the proposed Transaction,  neither
     ------------------
Grupo nor Anton  shall make any  public  release of  information  regarding  the
matters  contemplated  herein except (i) that press  releases shall be issued by
Anton  as  promptly  as is  practicable  after  the  execution  of  this  Letter
Agreement,  (ii) that Grupo and Anton may each continue such communications with
employees,  customers, suppliers,  franchisees,  lenders, lessors, shareholders,
and  other  particular  groups  as may  be  legally  required  or  necessary  or
appropriate and not  inconsistent  with the best interests of the other party or
the  prompt  consummation  of  the  transactions  contemplated  by  this  Letter
Agreement, and (iii) as required by law.

10.  Reasonable  Commercial  Efforts.  Each of Grupo and Anton will negotiate in
     --------------------------------
good  faith and use its  reasonably  commercial  efforts to arrive at a mutually
acceptable  Formal  Agreement  for  approval,  execution,  and  delivery  on the
earliest  reasonably  practicable  date.  Anton will  pursue  its due  diligence
investigation  of the  business,  financial  condition and prospects of Grupo in
good faith and with  reasonable  dispatch.  Each party  hereto will also use its
reasonable  commercial  efforts (subject to all the terms and conditions  hereof
and the Formal  Agreement)  to effect  the  closing  of the  Transaction  and to
proceed with the  transactions  contemplated  in this Letter  Agreement  and the
Formal Agreement as promptly as is reasonably practicable.

11.  Transactions  in the  Ordinary  Course.  Upon the  execution of this Letter
     ---------------------------------------
Agreement,  each of Grupo and Anton will not make or agree to make any purchase,
sale or other  similar  transaction  of assets,  securities  or  otherwise in an
amount in any transaction, greater than $10,000 without the consent of the other
party hereto,  which consent shall not be unreasonably  withheld;  except in any
such case, for any such transactions  which are in the ordinary course and scope
of the business of such party.



<PAGE>


                                       42



12.  Costs.  Grupo and Anton will each be solely responsible for and bear all of
     ------
its own respective expenses,  including,  without limitation,  expenses of legal
counsel,  accountants,  financial  and other  advisors,  incurred at any time in
connection  with  pursuing  or  consummating   the  Formal   Agreement  and  the
transactions contemplated herein.

13.  Execution  in  Counterparts.  This  Letter  Agreement  may be  executed  in
     ----------------------------
original or  counterpart  form,  delivered by facsimile or  otherwise,  and when
executed  by the  parties  as  aforesaid,  shall be  deemed  to  constitute  one
agreement and shall take effect as such.

14.  Governing  Law. The situs of this Letter  Agreement is  Vancouver,  British
     ---------------
Columbia,   and  for  all  purposes  this  Letter  Agreement  will  be  governed
exclusively by and construed and enforced in accordance with the laws and Courts
prevailing in the Province of British Columbia.


Yours very truly,
ANTON DIST. INC.


Per:     /s/ Lance Larsen
    ----------------------------------
         Lance Larsen, Director

If the parties wish to accept the terms and conditions  set forth above,  please
execute  this  Letter  Agreement  and return an  originally  signed  copy to the
undersigned.  Upon such  execution  and  return,  this  Letter  Agreement  shall
constitute a binding agreement upon the parties.


GRUPO MINERO INTERNACIONAL S.A.C.


Per:     /s/ Esther Yvonne Carrillo                  Dated: May 7, 2004
    ----------------------------------
         Authorized Signatory



         /s/ David Clifton                           Dated: May 7, 2004
--------------------------------------
David Michael Clifton, shareholder of
Grupo Minero Internacional S.A.C.



         /s/ Shih-Hung Chuang                        Dated: May 7, 2004
--------------------------------------
Shih-Hung Chuang, shareholder of
Grupo Minero Internacional S.A.C.