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                 MINERAL PROPERTY STAKING AND PURCHASE AGREEMENT


                 THIS AGREEMENT dated for reference January 28, 2005.

BETWEEN:

                 Laurence  Stephenson  of  1136  Martin  St, White Rock, British
                 Columbia, V4B 3W1;

                 (the "Vendor")

                                                              OF THE FIRST PART

AND:

                  Ancor  Resources Inc., a  body  corporate,  duly  incorporated
                  under the laws of the Nevada  and  having  an  office  at 2328
                  Heather  Street,  Vancouver,  British  Columbia, V5Z 4R6;

                  (the "Purchaser")

                                                             OF THE SECOND PART

W H E R E A S:

A.                The  Vendor  has located  potential   mineral  claims  located
approximately  16 kilometres southeast of Port Alberni, Alberni Mining Division,
British Columbia in  an  area  having  the potential to contain gold, silver and
copper mineralization or deposits (collectively, the "Claims");

B.                The parties  have agreed  that the Vendor  will stake and sell
the Claims to the Purchaser 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.                THE VENDOR'S REPRESENTATIONS

1.1               The  Vendor represents and warrants to the Purchaser that upon
                  completion of the staking referred to herein:

         (a)      The Vendor will be the registered and beneficial  owner of the
                  mineral  interests  comprising  the  Claims  and will hold the
                  right to explore and develop the Claims;

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         (b)      the Vendor,  as beneficial owner of the Claims,  will hold all
                  of the Claims free and clear of all liens,  charges and claims
                  of and the Vendor will have free and unimpeded right of access
                  to the  Claims  and have  use of the  Claims  surface  for the
                  herein purposes;

         (c)      The Claims  will  have  been  duly  and  validly  located  and
                  recorded in a good and miner-like  manner pursuant to the laws
                  of British Columbia; and

         (d)      There will be no adverse  claims or  challenges  against or to
                  the Vendor's  ownership of or title to any of the Claims,  nor
                  any  basis   therefor,   and  there  will  be  no  outstanding
                  agreements or options to acquire or purchase the Claims or any
                  portion thereof.

1.2               The  representations  and  warranties of the Vendor set out in
paragraph 2.1 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 Claims 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 CLAIMS

3.1               The Vendor hereby agrees to sell a 100% undivided right, title
and interest  in and to the Claims in  consideration  of the Purchaser paying to
the Vendor the sum of $2,500 to the Purchaser forthwith upon receipt of:

         (a)      confirmation that the Claims have be staked and recorded; and

         (b)      a technical report on  the  Claims  prepared  by  a  qualified
                  professional geologist.

3.2               Upon the receipt of this payment,  the Vendor  hereby confirms
that he will  hold the Claims in trust for  the Purchaser.  Thereafter, upon the
request of the  Purchaser,  the Vendor shall assist the Purchaser to record this
Agreement with the appropriate  mining  recorder and, when required,  the Vendor
shall  further  provide  the  Purchaser  with  such  recordable documents as the
Purchaser and its counsel shall require to record its due interest in respect of
the Claims.

4.                RIGHT TO ABANDON PROPERTY INTERESTS

4.1               Should the Purchaser, in its sole discretion,  determine  that
any part of the Claims no longer warrants further exploration  and  development,

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then  the Purchaser may abandon such interest  provided the Purchaser returns to
Claims to  the Vendor  at  least  30  days  prior to any deadline for additional
assessment work to be completed.

5.                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.

6.                FORCE MAJEURE

                  If the  Purchaser  is  prevented  from or delayed in complying
with any  provisions of this Agreement by reasons 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.

7.                CONFIDENTIAL INFORMATION

                  No  information  furnished  by the  Purchaser  to  the  Vendor
hereunder  in  respect  of the  activities  carried  out on  the  Claims  by the
Purchaser,  or related to the sale of mineral  products derived from the Claims,
shall be  published  by the  Vendor  without  the prior  written  consent of the
Purchaser,  but such  consent in respect of the  reporting of factual data shall
not be unreasonably withheld.

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 hereto 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 by  facsimile,  or sent
by registered mail, in the case of the Vendor addressed as follows:

                  Laurence Stephenson
                  1136 Martin St,
                  White Rock, British Columbia
                  V4B 3W1

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and in the case of the Purchaser addressed as follows:

                  Ancor Resources Inc.
                  2328 Heather Street
                  Vancouver, British Columbia
                  V5Z 4R6

and any  notice  given as  aforesaid  shall be  deemed to have  been  given,  if
delivered by facsimile,  when transmitted,  or if mailed, on the second business
day after the date of mailing.

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

10.               RELATIONSHIP OF PARTIES

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

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.               APPLICABLE LAW

                  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.

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16.               ENUREMENT

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

17.               ASSIGNMENT

                  This agreement may be assigned by either party hereto with the
written  consent of the other  party  which  consent  shall not be  unreasonably
withheld.


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

                                                     ANCOR RESOURCES INC.

/s/ Laurence Stephenson                              per: /s/ Michael Sweeney
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Laurence Stephenson                                  Authorized Signatory