PROPERTY OPTION AGREEMENT

                                     BETWEEN


                           LOUVICOURT GOLD MINES INC.

                                       AND

                              RINCON RESOURCES INC.


<PAGE>


                            PROPERTY OPTION AGREEMENT


THIS AGREEMENT is made and dated for reference the 8th day of July, 2004.

BETWEEN:

        LOUVICOURT GOLD MINES INC., a Quebec corporation,

        (hereinafter called "OWNER")


        and

        RINCON RESOURCES INC., a Delaware corporation,

        (hereinafter called "RINCON")

RECITALS:

A.  Pursuant  to the  Underlying  Agreement,  Owner  holds an option to  acquire
certain Mineral Claims;

B. Rincon  wishes to acquire up to an undivided  seventy five (75%) per
cent  interest  in the  Mineral  Claims,  upon  the  terms  and  subject  to the
conditions as are hereinafter set forth; and

C. Owner is  prepared  to grant  Rincon an option to acquire up to an  undivided
seventy five (75%) per cent interest in the Mineral  Claims,  upon the terms and
subject to the conditions are hereinafter set forth.

         NOW  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
obligations  hereinafter  set forth,  and  intending  to be legally  bound,  the
parties agree as follows:

                                    ARTICLE I

                         INTERPRETATION AND DEFINITIONS

Section 1.01        DEFINITIONS

As used in this  Agreement,  the following  words and phrases have the following
meanings:

(a)     "Affiliate" means any person,  partnership,  limited liability  company,
        joint venture,  corporation, or other form of enterprise which controls,
        is  controlled  by,  or is  under  common  control  with a party to this
        Agreement;

(b)     "Agreement"  means this agreement as the term is defined in Section 1.03
        hereof;

(c)     "Exploration Funds" means the exploration funding that Rincon has agreed
        to contribute pursuant to Section 2.04hereof to fund Work Programs

(d)     "Force  Majeure"  means any event  beyond a party's  reasonable  control
        including  laws  which  prohibit a party's  ability  to comply  with its
        obligations;  action or inaction of civil or military authority;  mining
        casualty;  damage to or  destruction of mine,  plant or facility;  fire;
        explosion; flood; insurrection;  riot; labour disputes; and acts of God,
        but does not include a party's  inability to make any payments  required
        under this Agreement;

(e)     "Mineral  Claims" means the mineral claims  described in Schedule "A" of
        the Underlying Agreement;

(f)     "Net Smelter Return" or "NSR" has the meaning given it in the Underlying
        Agreement.;

(g)     "Operator"  means the Owner,  in relation to its duty as the operator of
        any Work  Programs on the Mineral  Claims  performed  using  Exploration
        Funds. The Operator shall operate shall retain personnel,  supervise and
        otherwise administer Work Programs;

(h)     "Option" has the meaning given that term by Section 2.01;

(i)     "Option Exercise Date" means the date that the Option exercised,  as to
         at least a 75% interest in the Mineral  Claims,  in accordance with the
         terms hereof;

(j)     "Option Payments" has the meaning given that term by Section 2.01;

(k)     "Option  Period"  means the period from and after the full  execution of
        this Agreement to the date of its termination;

(l)     "Underlying  Agreement"  means the  Agreement  dated  October  31,  2003
        pursuant to which the Owner  acquired  rights to the Mineral  Claims,  a
        copy of which is attached hereto as Schedule "A";

(m)     "Underlying  Owners" means the underlying  owners of the Mineral Claims,
        as noted in the Underlying Agreement; and

(n)     "Work Programs" means  exploration  programs on the Mineral Claims which
        are agreed to between  the Owner and  Rincon,  acting on a  commercially
        reasonable  basis,  which  may  include  bulk  sampling,   line-cutting,
        geological mapping and sampling, geophysical surveys, back-hoe trenching
        and water stripping of trenches; humus sampling; or any forms of surface
        or subsurface exploration or drilling.

Section 1.02        SCHEDULES

The following schedule is attached to and forms part of this Agreement:

(a)     Schedule "A" - Underlying Agreement

Section 1.03        ENTIRE AGREEMENT

This Agreement,  the attached schedules and all properly executed amendments are
hereinafter   collectively  referred  to  as  this  Agreement.   This  Agreement
constitutes the entire agreement between the parties and supersedes all previous
agreements  and  undertakings  relating  to  the  subject  matter.  The  parties
acknowledge  that  there  are  no  agreements,  undertakings,   representations,
warranties or conditions  collateral to this  Agreement  except as  specifically
stated otherwise in this Agreement.

Section 1.04        CAPTION AND HEADINGS

The division of this  Agreement  into articles and sections and the insertion of
headings  is for  convenience  of  reference  only  and  shall  not  affect  the
interpretation of this Agreement. Any reference to a section or article shall be
a reference to a section or article of this Agreement unless specifically stated
otherwise.

Section 1.05        EXTENDED MEANINGS

In this  Agreement,  where the context so requires  or  permits,  the  masculine
gender shall include the feminine and neuter  genders,  the plural shall include
the singular and vice versa,  and the words "person" and "persons" shall include
corporations, partnerships, and all other entities of whatever description.

Section 1.06        CURRENCY

In this  Agreement all statements of and references to dollar amounts shall mean
United States dollars, unless stated otherwise.

Section 1.07        GOVERNING LAW

This Agreement  shall be interpreted in accordance with the laws of the Province
of Ontario and the federal laws of Canada as applicable therein.

Section 1.08        SEVERABILITY

If any provision of this  Agreement is found invalid,  illegal,  or incapable of
enforcement  by any Court of  competent  jurisdiction,  such  provision  and the
remaining  provisions of the Agreement  shall  continue to be enforceable to the
extent permitted by such Court against any person(s) and in any  circumstance(s)
other than  those to whom it has been found  invalid,  illegal or  incapable  of
enforcement.

Section 1.09        AMENDMENTS

No amendments to this Agreement shall be of any force and effect unless executed
in writing by all the parties to this Agreement.

                                   ARTICLE II

Section 2.01        OPTION

The Owner  hereby  grants  Rincon  an  exclusive  and  irrevocable  option  (the
"Option") to acquire up to an undivided  seventy-five (75%) per cent interest in
the Mineral Claims by advancing certain  Exploration  Funds,  performing certain
Work Programs and making certain share issuances and cash payments to the Owner:

Section 2.02        CASH AND SHARE OPTION PAYMENTS

As partial consideration for the granting of the Option, Rincon agrees to pay to
the Owner (collectively the "Option Payments"):

i)       $55,000 upon the full execution of this Agreement;
ii)      $55,000 on or before one year from the date of full  execution  of this
         Agreement;
iii)     100,000 shares upon the full execution of this Agreement; and
iv)      200,000 shares on or before one year from the date of full execution of
         this Agreement.

Section 2.03        UNDERLYING AGREEMENT

It is agreed that the Owner will keep the Underlying  Agreement in good standing
during the time that this  Agreement  remains  in effect.  If for any reason the
Owner fails to perform any action required by the Underlying  Agreement that, in
the  reasonably  held opinion of Rincon,  could result in a default by the Owner
under the Underlying Agreement, Rincon may perform such action as the authorized
agent of the  Owner,  and  offset  any  expense  incurred  against  all  amounts
otherwise due or payable by Rincon hereunder.

Section 2.03 (a)    ACCELERATION OF PERFORMANCE FOR UNDERLYING AGREEMENT

As noted in section  2.05  hereinbelow,  in the event  that  Rincon has made the
Option  Payments  and has  advanced  Exploration  Funds  totalling  a minimum of
$750,000  hereunder,  at such time (the  "Option  Exercise  Date") it shall have
earned a minimum  vested fifty (50%) percent  interest in the Mineral Claims and
shall have the right to register its interest  within the time  contemplated  by
Section  2.10.  In the  event  that,  at such  time,  there  remain  unsatisfied
obligations of the Owner pursuant to the Underlying Agreement, Rincon shall have
the right to advance funds for these obligations to the Owner and the Owner will
forthwith  satisfy such  obligations with the result that it will be entitled to
register its and Rincon's respective interests in the Mineral Claims.

Section 2.04      EXPLORATION FUND ADVANCES

a) As partial  consideration  for the granting of the Option,  Rincon  agrees to
fund Work Programs on the Mineral Claims by advancing  Exploration  Funds to the
Owner, acting as the Operator, on the following basis:

i)       by no later than July 31, 2004,  Rincon will advance  Exploration Funds
         of $150,000
ii)      by no later than one year from the  signing of this  Agreement,  Rincon
         will advance additional Exploration Funds of $350,000;
iii)     by no later than two years from the signing of this  Agreement,  Rincon
         will advance additional Exploration Funds of $250,000; and
iv)      by no later than 4 years from the  signing  of this  Agreement,  Rincon
         advance additional Exploration Funds of $1,250,000.

It is agreed that Rincon will advance the required  Exploration  Funds not later
than thirty (30) days after the parties have agreed on the  implementation  of a
Work Program.



b) After each advance of  Exploration  Funds for a Work  Program by Rincon,  the
Owner, as Operator,  shall not more than thirty (30) days thereafter arrange for
the  Work  Program  that  is  the  subject  of  those  Exploration  Funds  to be
undertaken.  The Owner,  as  Operator,  shall  ensure  that the Work  Program is
completed  efficiently in accordance  with good mining  practice.  It its agreed
that upon the  completion of each  significant  Work Program,  the Operator will
arrange  to have  prepared  a  geological  report in  compliance  with  National
Instrument  43-101  recommending  additional  Work  Programs,  or  alternatively
recommending  the  cessation  of work on the  Mineral  Claims.  The cost of such
report will be paid from advanced Exploration Funds.

Section 2.05        EXERCISE OF OPTION

Provided Rincon has made the Option Payments and advanced the Exploration  Funds
required for Work Programs costing a total of $750,000, Rincon shall have earned
an  immediately  vested fifty (50%) percent  interest in the Mineral  Claims and
shall have the right to have register its interest within the time  contemplated
by Section 2.10.  Provided  Rincon has made the Option Payments and advanced the
Exploration  Funds  required for Work  Programs  costing a total of  $1,250,000,
Rincon shall have earned an immediately vested further twenty-five (25%) percent
interest in the Mineral Claims (bringing  Rincon' interest in the Mineral Claims
at such time up to seventy-five  (75%) percent) and shall have the right to have
register its interest within the time contemplated by Section 2.10.

Section 2.06        NSR

Any interest in the Mineral  Claims earned by Rincon  hereunder  shall be earned
free and clear of any mortgages,  liens, charges,  pledges,  security interests,
encumbrances and any other claims of any  description,  but shall remain subject
to a three  (3%)  percent  NSR in favour of the Owner  (who is  responsible  for
remitting up to two (2%) percent of this to the Underlying  Owners, as described
in Schedule A, determined and paid in accordance therewith. It is agreed that up
to two-thirds (2/3) of the three (3%) percent NSR reserved unto the Owner herein
may be purchased at any time by Rincon paying to Owner  $1,000,000 per one-third
(1/3) portion ($1,000,000 per one (1%) percent NSR).

Section 2.07        JOINT VENTURE

On or prior to the Option Exercise Date, Rincon and the Owner shall enter into a
joint venture agreement to govern the future  exploration and development of the
Mineral Claims.

Section 2.08        RESULTS OF PRIOR EXPLORATION WORK

Immediately following the full execution of this Agreement,  Owner shall deliver
to Rincon all technical data for the Mineral Claims in its possession including,
but without limitation,  drilling, geophysics and geological information held by
Owner.

Should this  Agreement  be  terminated,  for  whatever  reason,  prior to Rincon
exercising  the Option,  in whole or in part,  then Rincon shall return to Owner
copies of data and information  received from Owner, as well the exploration and
technical data resulting from any exploration program and activities  undertaken
by  Rincon,  to the  extent  that  the  Owner  does  not  already  possess  such
information.

Section 2.09        TITLE

Within sixty (60) days following the exercise of the Option  pursuant to Section
2.04,  Owner will provide  Rincon with  executed  transfers in proper form of an
undivided  fifty (50%)  percent or seventy five (75%) percent  interest,  as the
case may be, in the Mineral Claims.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

Section 3.01        REPRESENTATIONS AND WARRANTIES BY OWNER

Owner represents and warrants that:

(a)     it has been duly  incorporated and is a validly  subsisting  corporation
        under the laws of Quebec , is properly  registered  to carry on business
        and own property in the province of Ontario, and has all corporate power
        and authority to perform its obligations under this Agreement;

(b)     all necessary  corporate action has been taken by Owner to authorize the
        execution,   delivery  and  performance  of  this  Agreement,  and  this
        Agreement   constitutes   a  valid  and  binding   obligation  of  Owner
        enforceable in accordance with its terms; and

(c)     to the best of Owner's  knowledge  the  location of the  Mineral  Claims
        conforms  to the  description  appearing  on records in the  appropriate
        records office,  and the Mineral Claims were properly located  according
        to the laws of Ontario and will be in good  standing for at least Ninety
        (90) days after the execution of this Agreement;

(d)     it has not received notice of any violation of or investigation relating
        to any federal,  provincial  or local  environmental  or pollution  law,
        regulation or ordinance with respect to the Mineral Claims;

(e)     to the best of Owner's knowledge there are no reclamation liabilities in
        connection  with the Mineral  Claims and,  in  particular,  there are no
        obligations  to monitor or clean up any  preexisting  mine sites or mine
        waste dumps or tailings;

(f)     its interest in the Mineral  Claims is free and clear of any  mortgages,
        liens,  charges,  pledges,  security  interests,  encumbrances  or other
        claims of any  description  and,  upon exercise of the Option by Rincon,
        Rincon will acquire an undivided interest (either fifty (50%) percent or
        one hundred (75%)  percent) in the Mineral  Claims free and clear of any
        mortgages, liens, charges, pledges, security interests,  encumbrances or
        other claims of any description,  except for the NSR reserved in Section
        2.06 and in the Underlying Agreement;

(g)     no  person  has any right or  agreement,  option,  understanding,  prior
        commitment  or  privilege  capable  of  becoming  an  agreement  for the
        purchase  or  acquisition  from  Owner of any  interest  in the  Mineral
        Claims;

(h)     all  assessment  work  required to maintain  the Mineral  Claims in full
        force  and  effect  has  been  performed  as of the  execution  of  this
        Agreement; and

(i)     there are no royalties or other latent  interests in the Mineral  Claims
        owing to any other  parties,  except as outlined in Section  2.06 and in
        the Underlying Agreement.

Section 3.02        SURVIVAL

Owner acknowledges that Rincon is relying on the  representations and warranties
contained  in  Section  3.01 in  entering  into  this  Agreement  and that  such
representations  and warranties are continuing and survive the execution of this
Agreement.

Section 3.03        REPRESENTATIONS AND WARRANTIES BY RINCON

Rincon represents and warrants that:

(a)     it has been duly  incorporated and is a validly  subsisting  corporation
        under the laws of Delaware,  has all  corporate  power and  authority to
        perform its  obligations  under this  Agreement and, prior to commencing
        any  direct  operations  on the  Mineral  Claims,  it will  be  properly
        registered  to carry on business  and own  property  in the  province of
        Ontario; and

(b)     all necessary corporate action has been taken by Rincon to authorize the
        execution,   delivery  and  performance  of  this  Agreement,  and  this
        Agreement   constitutes  a  valid  and  binding   obligation  of  Rincon
        enforceable in accordance with its terms.

Section 3.04        SURVIVAL

Rincon  acknowledges  that  the  Owner is  relying  on the  representations  and
warranties  contained in Section 3.04 in entering  into this  Agreement and that
such  representations and warranties are continuing and survive the execution of
this Agreement.

Section 3.06        INDEMNITY

Each party will indemnify and save the other party and its directors,  officers,
employees, agents, representatives,  subcontractors and Affiliates harmless from
all losses,  damages,  costs, actions, and suits arising out of or in connection
with any  breach by that  party of any  representation,  warranty,  covenant  or
agreement  contained  in  this  Agreement.  This  indemnity  shall  survive  the
termination of this Agreement.

                                   ARTICLE IV

Section 4.01        RIGHT TO MONITOR EXPLORATION AND DEVELOPMENT

Owner grants to Rincon' employees,  directors, officers, agents, representatives
and  contractors  the right to enter upon the  property  comprising  the Mineral
Claims for the purpose of monitoring exploration,  development,  mining and such
other operations as Rincon considers  necessary,  upon prior notification to the
Owner and at Rincon's sold discretion, risk and expense.

Section 4.02        CONDUCT OF EXPLORATION AND DEVELOPMENT WORK

As Operator,  the Owner will act as manager of any exploration program under the
direction of an operating  committee comprised of one member appointed by Rincon
and one member appointed by the Owner. The Owner, in its role as Operator, shall
perform its  exploration  and  development  work on the property  comprising the
Mineral Claims in accordance with good mining practice and shall comply with all
applicable laws and regulations.

                                    ARTICLE V

Section 5.01        DRILL LOGS ASSAYS AND MAPS

The Owner  agrees  to act as the  Operator.  As the  Operator,  the Owner  shall
maintain  all  customary  drill logs,  exploration  information,  assays,  maps,
metallurgical  studies and other  information  relating to its  exploration  and
development  activities  on the Mineral  Claims and provide  copies to Rincon in
accordance with this Agreement.

Section 5.02        REPORTING

By no later than 60 days after the completion of each Work Program,  Owner shall
provide to Rincon a copy of the any geological  reports  prepared in relation to
that Work  Program.  These  items  shall be kept  confidential  by the  parties,
subject to the terms of this Agreement.

Section 5.03        ENVIRONMENTAL MATTERS

During the Option Period, the Operator shall at all times occupy, manage and use
the Mineral  Claims in full  compliance  with all  Environmental  Laws.  In this
Agreement,  "Environmental  Laws"  means  all  applicable  federal,  provincial,
municipal,  regional or foreign laws, statutes or rules,  regulations,  bylaw or
orders  (having  the  force of law) or  environmental  permits  relating  to the
environment,  including,  without  limitation,  those  pertaining  to reporting,
licensing,  permitting,  investigation,  remediation  and clean up in connection
with any presence, release, discharge, escape or disposal of contaminants (being
any substance or material that is prohibited,  controlled or regulated  pursuant
to  any  applicable   Environmental   Laws)  or  relating  to  the  manufacture,
processing,  distribution,  use,  treatment,  storage,  disposal,  transport  or
handling of contaminants.

The Operator promptly perform any reclamation, remediation or pollution control,
which is required and arises from all  operations  on the Mineral  Claims during
the  Option  Period,  such  performance  to  include,  without  limitation,  the
provision of all financial  assurances  required by applicable Laws with respect
to the  costs  of such  reclamation,  remediation  or  pollution  control.  This
provision shall survive the termination of this Agreement.

Section 5.04        FILING OF ASSESSMENT WORK

The Owner will submit all  assessment  eligible  work that is  completed  on the
Mineral Claims during the currency hereof for assessment credits and the credits
will be applied to the Mineral Claims in order to maintain the Mineral Claims in
good standing.

                                   ARTICLE VI

Section 6.01        ASSIGNMENTS

Rincon  shall be  entitled  to assign  its  rights  and  obligations  under this
Agreement with the prior written consent of Owner.

                                   ARTICLE VII

Section 7.01        RINCON'S RIGHT TO TERMINATE

Rincon shall have the right to terminate  this Agreement and its interest in the
Mineral  Claims at any time during the Option Period upon written  notice to the
Owner thirty (30) days prior to the contemplated termination date.

Except for termination  after the time that Rincon has earned an interest in the
Mineral Claims,  upon termination of this Agreement,  Owner shall be entitled to
retain all payments  made by Rincon to date and Rincon shall return to Owner all
copies of all data, maps,  assays and reports  pertaining to the Mineral Claims,
including  digital  generated data, maps,  assays and reports  pertaining to the
Mineral Claims.

Section 7.02        TERMINATION FOR DEFAULT

If at any time during the Option  Period,  Rincon  fails to duly pay or cure any
default in the  performance of any obligation of this Agreement  within a period
of thirty (30) days after  receipt of a default  notice  from  Owner,  Owner may
terminate the Option. Exercise of such right by Owner shall be without prejudice
to any other  rights or remedies  Owner may have at law or in equity as a result
of such default of this Agreement by Rincon.

                                  ARTICLE VIII

Section 8.01        FORCE MAJEURE

If Rincon is prevented by Force  Majeure from timely  performance  of any of its
obligations  under this  Agreement  (other than the  payments  made  pursuant to
Section 2.02),  such failure shall be excused and the period for performance and
the Option  Period shall be extended for an  additional  period of time equal to
the duration of such Force Majeure. Upon the occurrence and upon the termination
of a Force Majeure,  Rincon shall promptly notify Owner in writing. Rincon shall
use reasonable  efforts to remedy any Force Majeure,  but shall not hereunder be
obligated  to contest the validity of any law or  regulation,  nor any action or
inaction of any civil or military authority.

                                   ARTICLE IX

                                  MISCELLANEOUS
Section 9.01        NOTICES

Any notice  under this  Agreement  will be given in writing,  and  delivered  by
registered  mail to each party.  A notice  given will be deemed  given only when
received by the party to whom such notice is directed. Each party's address will
be the following until such party specifies another address by written notice:

To Owner at:                  LOUVICOURT GOLD MINES INC.
                              301-170 the Donway West
                              Toronto, Ontario
                              M3C 2G3
                              Tel.: (416) 441-3700
                              Facsimile: (416) 441-0535
                              Attention:  Fenton Scott, president

To Rincon:          RINCON RESOURCES INC.
                              2920 N. Swan Road, Suite 206
                              Tucson, Arizona 85712
                              Tel: (520) 991-3335

                              with a copy to:

                              RINCON RESOURCES INC.
                              24 Ternhill Crescent
                              Toronto, Ontario
                              M3C 2E5
                              Tel: (416) 997-9775
                              Facsimile: (416) 441-9775

Section 9.02        AREA OF INFLUENCE

The parties  agree that they shall be bound by the area of influence  provisions
set forth in paragraph 5. of the Underlying Agreement and any such property will
be subject to the terms of this Agreement and the Underlying Agreement.

Section 9.03        OTHER INTERESTS

The rights and  obligations  of the parties  under this  Agreement  are strictly
limited to the subject matter of this Agreement.  Each of the parties shall have
the free and unrestricted  right to enter into, conduct and benefit from any and
all other business  ventures of any kind whatsoever,  whether or not competitive
with the activities  undertaken  under this Agreement,  without  disclosing such
activities  to the other  party or  inviting  or  allowing  the  other  party to
participate therein.

Section 9.04        RELATIONSHIP OF PARTIES

This Agreement is not intended to create any partnership or agency  relationship
between  the  parties or  fiduciary  obligations  of any  description,  and this
Agreement  shall not be construed so as to render the parties liable as partners
or as creating a partnership, and no party shall be or shall be deemed to be, or
shall hold itself out to be an agent of any other party.

Section 9.05        SUCCESSORS AND ASSIGNS

This Agreement  shall be binding upon and inure to the benefit of the respective
successors and permitted assigns of the parties.

Section 9.06      CONFIDENTIALITY

During  the term of this  Agreement,  neither  Owner nor  Rincon  shall make any
public disclosures of any technical data, reports,  records or other information
generated by either Owner or Rincon,  without the prior written  approval of the
other  party,  which  approval  shall not be  unreasonably  withheld.  The party
desiring  to  disclose  certain  information  will  deliver  the content of such
intended  disclosure  to the  other  party  for  approval  at least one (1) full
business days prior to releasing  this data or  information  and the other party
will then respond in writing  within that time  period,  and should they fail to
respond in that time,  such lack of  communication  will deemed to be consent to
the public  disclosure.  For greater  certainly "public  disclosures"  shall not
include disclosures made to brokers,  analysts,  venture capitalists or industry
partners or public disclosures required to comply with Canadian or US securities
law.

Section 9.08      PRIOR AGREEMENTS

The Agreement contains the entire agreement and understanding of the parties and
replaces all prior agreements bearing on the subject matter hereof.

Section 9.09      ARBITRATION

The parties hereto agree that any disputes  arising  hereunder will be submitted
to arbitration  and finally  resolved by a single  arbitrator in accordance with
the provisions of the Arbitration Act (ONTARIO) S.O. 1991 Ch. 17.

Section 9.10      COUNTERPARTS

This  Agreement  may be executed in  counterparts,  all of which taken  together
shall  constitute one and the same  instrument and any of the parties hereto may
execute this Agreement by signing any such counterpart.

                    IN WITNESS WHEREOF the parties make this Agreement effective
as of the date first above written.

LOUVICOURT GOLD MINES INC.    RINCON RESOURCES, INC.


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                                   SCHEDULE A

                              UNDERLYING AGREEMENT

             (a copy of the Underlying Agreement is attached hereto)