Filed by Automated Filing Services Inc. (604) 609-0244 - Chilco River Holdings Inc. - Exhibit 10.1





 NICHOLSON & ASSOCIATES

  natural resource development inc. 



 April 11, 2003 

 CHILCO RIVER HOLDINGS INC.  

  #420 - 625 Howe Street 

  Vancouver, BC 

  V7C 2T6 


Attention: Robert Krause


 RE: SALE AND ACQUISITION OF MINERAL CLAIMS, 

  SOUTHWESTERN BRITISH COLUMBIA, CANADA  

 The following terms and conditions are applicable for the sale of 16 mineral
  claim units near Harrison Hotsprings, British Columbia, Canada by Nicholson
  & Associates Natural Resources Development Inc. (herein after referred to
  as "NIC") to Chilco River Holdings Inc. (herein after referred to as "CHILCO").
  Both NIC and CHILCO agree to the following:

	a)	NIC will transfer title to sixteen (16) mineral claim
        units listed in Exhibit "A" and outlined in Exhibit "B' to CHILCO within
        21 days of this agreement. These claims will be contiguous hard rock mineral
        claims covering almost 1,000 acres. 

	 	 
	b)	NIC will provide to CHILCO within 21 days of this
        agreement a geological report summarizing the mineral claims, particulars
        of recent sampling and geological investigation, copies of all records,
        a budget for further work and recommendations, and all other information
        and material relevant to a geological report requisite for filing with
        the regulatory bodies. 

	 	 
	c)	NIC will ensure that the claims shall be maintained in good standing for
      at least 24 months from the date of claim recording. 
	 	 
	d)	NIC shall sell 100% (one hundred percent) interest
        in the claims to CHILCO subject to a 2 1/2% Net Smelter Royalty (NSR)
        and a 7 1/2% Gross Rock Royalty (GRR) for a total of $7500. 1 1/2% of
        the NSR can be acquired for $1.0 million within 12 months from commencement
        of commercial production. Advance royalties of $25,000 shall be paid annually
        commencing 36 months from date of signature of this agreement.



 
	1210 - 675 West Hastings Street, Vancouver, BC V68 1N2	Telephone: (604) 682-1845 Fax: (604) 682-1816







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	e) 	If CHILCO fails to make the advance royalty payments
        on the 36 month anniversary of the signature of this agreement, as described
        in (d) above, then CHILCO agrees to transfer ownership of the subject
        mining claims to NIC within no less than a 10 day period. 

	 	 
	f)	As part of the inclusive sale price, NIC will provide
        geological consulting services for the claims and will maintain the claims
        in good standing for a period of up to 24 months. 



CHILCO shall: 

	i)	Pay $7,500 to NIC upon delivery of report and transfer
        of property title, but not later than 211 days from signing.

	 	 
	ii)	Provide the name and number of an individual or corporate
        Free Miner Certificate to transfer the claims into. 



By signature witnessed below, the undersigned hereby acknowledge
  that they have read and understood and agree to the aforementioned terms. 

Dated at Vancouver, British Columbia, Canada this 17th day of April, 2003.

		
	per Chilco River Holdings Inc.	George E. Nicholson, P.Geo
	 	President
	 	 
	Witness	Witness
	 	 
		
	Print name	Print name







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 Footnotes to Agreement

	1) 	All dollar figures are denoted in the currency of the United States of
      America.
	 	 
	2)	The total to be paid by CHILCO to NICor third parties for the claims is
      $7,500 inclusive of assessment. 
	 	 
	3)	To maintain claims in British Columbia annual assessment
        work is required of $100 (CDN) in year 1-3 per claim, followed by $200
        per claim thereafter. (One metric claim unit = 25 hectares). There is
        a filing fee of $10 per $100 expended per claim. Therefore, if 48 units
        then $4,800 (CDN) of work plus $480 of filing fees in years 1-3. In year
        3 and following, for 48 units, $9,600 (CDN) of work plus filing fees of
        $960. 

	 	 
	4) 	Attached are definitions of NSR and GRR. 







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 Advance Royalty Payments means from time to time payments
  to the Optionor by the Optionee before Commencement of Commercial Production
  of Minerals.

 Commencement of Commercial Production, with respect to Minerals or
  Rock, as the case may be, means:

	(a) 	if a mill is located on the subject property, the
        last day of a period of forty (40) consecutive days in which, for not
        less than thirty (30) days, the mill processed Mineral or Rock from the
        Property at 60% of its rated capacity; or

	 	 
	(b)	if no Mill is located on the Property, the last day
        of the first period of thirty (30) consecutive days during which Mineral
        or Rock has been shipped from the Property on a reasonably regular basis
        for the purpose of earning revenues; or 

	 	 
	(c)	with respect to Rock, following the 30th day of extraction for commercial
      use. 


No period of time during which ore or concentrate is shipped
  from the Property for testing purposes or during which milling operations are
  undertaken as initial tune-up will be taken into account in determining the
  date of Commencement of Commercial Production. 

 Gross Rock Revenue means, for any period, the gross
  proceeds received by the Optionee in that period from the sale of Rock produced
  from the Property less any treatment, beneficiation or other changes or penalties
  deducted by the purchase to whom such Rock is shipped, less: 

	(a)	all costs of the Optionee associated with such sales
        involving handling, weighing, sampling, determination of water content,
        insuring, packaging and transporting Rock; 

	 	 
	(b)	the costs of marketing, including rebates or allowances made or given;
      and 
	 	 
	(c)	any sales, severance, gross production, privilege or similar taxes (other
      than income taxes or mining taxes based on income). 


Minerals means the ores or concentrates of minerals,
  as that term is defined in the Mineral Tenure Act (British Columbia), and the
  rock that is part of such ores and concentrates sold by the Optinnee. 




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 Net Smelter Return means, for any period the difference between:

	(a)	 the sum of: 
	 	 	 
	 	(i)	the gross proceeds received by the Optionee in that
        period from the sale of Minerals produced from the property to a party
        that is arm's length to the Optionee, or that would have been received
        by the Optionee if the purchase of the Minerals were at arm's length to
        the Optionee, and 

	 	 	 
	 	(ii)	in the case of the sale of Minerals that are ores
        that have not been processed in a Mill, the estimated cost that would
        have been incurred in crushing and beneficiating such Minerals in a Mill
        as agreed by the parties or otherwise determined by a competent mining
        or metallurgical engineer; 



and

	(b)	the sum of: 
	 	 	 
	 	(i)	all amounts paid on account of Advance Royalty Payments;
	 	 	 
	 	(ii)	any insurance costs in connection with shipping such Minerals; 
	 	 	 
	 	(iii)
	any costs of transport; 
	 	 	 
	 	(iv)	all costs of the Optionee associated with such sales
        involving handling, weighing, sampling, determination of water content,
        insuring and packaging; 

	 	 	 
	 	(v) 	the costs cf marketing, adjusted for rebates or allowance made or given;
    
	 	 	 
	 	(vi)	any sales, severance, gross production, privilege
        or similar taxes (other than income taxes or mining taxes based on income)
        assessed on or in connection with the Minerals or the value thereof; and
      

	 	 	 
	 	(vii) 	any treatment, beneficiation or other charges or
        penalties deducted by any smelter or refinery to which such Minerals are
        shipped that have not been previously deducted in the computation of gross
        proceeds.








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 Net Smelter Royalty means the percentage of Net Smelter
  Return from time to time payable to the Optionor after Commencement of Commercial
  Production from the sale of Minerals. 

 Rock means all substances that axe mined from the Property and sold
  by the Optionee that are not Minerals. 

 Rock Royalty means the amount of royalty from time
  to time payable to the Optionor after Commencement of Commercial Production
  from the sale of Rock pursuant to Section 11.06.