MINERAL PROPERTY PURCHASE AGREEMENT


                  THIS AGREEMENT dated for reference January 31, 2005.


BETWEEN:

                  KLONDIKE BAY RESOURCES, of 326 Penman Avenue, Garson,
                  Ontario, P3L 1S5; and

                  (the "Vendor")

                                                              OF THE FIRST PART

AND:

                  CRAWFORD  LAKE MINING INC., a company  incorporated  pursuant
                  to the laws of Nevada with    an office at 4372 Greta Street,
                  Burnaby, British Columbia, V5J 1N8;

                  (the "Purchaser")

                                                             OF THE SECOND PART

W H E R E A S :

A.                    The Vendor is the owner of one mining claim  consisting of
twelve units covering 192 hectares located approximately 30 kilometres northeast
of the City of Sudbury in the Scadding Township of Ontario,  known as the Little
Bonanza Property and recorded under claim number S-3018927 (the "Claim");

B.                The Vendor has agreed to sell and the  Purchaser  has agreed
to purchase a 100%  right,  interest and title in and to the Claim upon the
terms and conditions hereinafter set forth;

                  NOW THEREFORE THIS AGREEMENT  WITNESSETH that in consideration
of the mutual covenants and provisos herein contained,  THE PARTIES HERETO AGREE
AS FOLLOWS:

1.                VENDOR'S REPRESENTATIONS

1.1               The Vendor represents and warrants to the Purchaser that:

         (a)      The Vendor is the registered  and  beneficial  owner of the
                  Claim and holds the right to transfer   title to the Claim and
                  to explore and develop the Claim;

         (b)      The Vendor holds the Claim free and clear of all liens,
                  charges  and claim of  others,  and the  Vendor has a free and
                  unimpeded  right of  access  to the  Claim  and has use of the
                  Claim surface for the herein purposes;

<page>

                                       2


         (c)      The  Claim  has been  duly  and  validly  located  and
                  recorded in a good and miner-like  manner pursuant to the laws
                  of Ontario  and is in good  standing in Ontario as of the date
                  of this Agreement;

         (d)      There are no adverse claims or challenges against or to
                  the  Vendor's  ownership  of or title to the  Claim nor to the
                  knowledge  of the  Vendor is there any  basis  therefore,  and
                  there are no  outstanding  agreements or options to acquire or
                  purchase the Claim or any portion thereof;

         (e)      The Vendor has the full right,  authority  and capacity
                  to enter  into this  Agreement  without  first  obtaining  the
                  consent  of  any  other  person  or  body  corporate  and  the
                  consummation of the transaction  herein  contemplated will not
                  conflict  with or result in any  breach  of any  covenants  or
                  agreements  contained  in, or constitute a default  under,  or
                  result in the creation of any encumbrance under the provisions
                  of any indenture,  agreement or other instrument whatsoever to
                  which  the  Vendor  is a party  or by  which he is bound or to
                  which he is subject; and

         (f)      No  proceedings  are  pending  for,  and the  Vendor is
                  unaware of any basis for, the  institution of any  proceedings
                  which  could  lead  to  the   placing  of  either   Vendor  in
                  bankruptcy, or in any position similar to bankruptcy.

1.2               The  representations  and  warranties  of the
                  Vendor  set out in  paragraph  1.1  above  form a part of this
                  Agreement  and are  conditions  upon which the  Purchaser  has
                  relied in entering  into this  Agreement and shall survive the
                  acquisition of any interest in the Claim by the Purchaser.

2.                THE PURCHASER'S REPRESENTATIONS

                  The Purchaser warrants and represents to the Vendor that it is
a body corporate,  duly incorporated  under the laws of the state of Nevada with
full power and absolute capacity to enter into this Agreement and that the terms
of this Agreement have been authorized by all necessary corporate acts and deeds
in order to give effect to the terms hereof.

3.                SALE OF CLAIM

                  The Vendor hereby sells, grants and devises to the Purchaser a
100% undivided right, title and interest in and to the Claim in consideration of
the Purchaser paying $7,000 to the Vendor upon the closing of this Agreement.

4.                CLOSING

                  The sale and  purchase  of the  interest in the Claim shall be
closed concurrently with the execution of this Agreement.

<page>

                                       3

5.                COVENANTS OF THE PURCHASER

                  The  Purchaser  shall  perform  all  work  on the  Claim  in a
miner-like  manner and shall comply with all laws,  regulations  and  permitting
requirements of Canada and Ontario including compliance with all:

         (a)      environmental statutes, guidelines and regulations;

         (b)      work permit conditions for lakes and streams; and

         (c)      work restrictions relating to forest fire hazards.

7.                FORCE MAJEURE

                  If the  Purchaser  is  prevented  from or delayed in complying
with any  provisions of this  Agreement by reason of strikes,  labour  disputes,
lockouts,  labour  shortages,  power  shortages,   fires,  wars,  acts  of  God,
governmental  regulations  restricting  normal operations or any other reason or
reasons  beyond  the  control  of  the  Purchaser,  the  time  limited  for  the
performance  of the various  provisions of this Agreement as set out above shall
be extended by a period of time equal in length to the period of such prevention
and delay,  and the  Purchaser,  insofar as is  possible,  shall  promptly  give
written  notice  to  the  Vendor  of the  particulars  of the  reasons  for  any
prevention or delay under this section,  and shall take all reasonable  steps to
remove the cause of such  prevention  or delay and shall give written  notice to
the Vendor as soon as such cause ceases to exist.

8.                ENTIRE AGREEMENT

                  This  Agreement  constitutes  the  entire  agreement  to  date
between  the  parties   hereto  and   supersedes   every   previous   agreement,
communication,   expectation,  negotiation,   representation  or  understanding,
whether oral or written, express or implied, statutory or otherwise, between the
parties with respect to the subject matter of this Agreement.

9.                NOTICE

9.1                   Any notice required to be given under this Agreement shall
be deemed to be well and  sufficiently  given if delivered to the other party at
its  respective  address  first noted  above,  and any notice given as aforesaid
shall be deemed to have been given, if delivered,  when delivered, or if mailed,
on the fourth business day after the date of mailing thereof.

9.2                   Either  party may from  time to time by notice in  writing
change its address for the purpose of this paragraph.

10.               RELATIONSHIP OF PARTIES

                  Nothing  contained  in this  Agreement  shall,  except  to the
extent specifically authorized hereunder, be deemed to constitute either party a
partner, agent or legal representative of the other party.

<page>

                                       4


11.               FURTHER ASSURANCES

                  The parties hereto agree to do or cause to be done all acts or
things necessary to implement and carry into effect the provisions and intent of
this Agreement.

12.               TIME OF ESSENCE

                  Time shall be of the essence of this Agreement.

13.               TITLES

                  The  titles to the  respective  sections  hereof  shall not be
deemed a part of this  Agreement  but shall be  regarded as having been used for
convenience only.

14.               CURRENCY

                  All funds referred to under the terms of this Agreement  shall
be funds designated in the lawful currency of the United States of America.

15.               NONSEVERABILITY

                  This  Agreement  shall be considered and construed as a single
instrument  and the failure to perform any of the terms and  conditions  in this
Agreement  shall  constitute a violation or breach of the entire  instrument  or
Agreement and shall constitute the basis for cancellation or termination.

16.               APPLICABLE LAW

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

17.               ENUREMENT

                  This  Agreement  shall  enure to the benefit of and be binding
upon the Parties hereto and their respective successors and assigns.

                  IN WITNESS  WHEREOF this Agreement has been executed as of the
day and year first above written.

                                                CRAWFORD LAKE MINING INC.

/s/ Terry Loney                                 per:  /s/ John Fiddick
------------------------------                  ------------------------------
Authorized Signatory                            John Fiddick, President
Klondike Bay Resources