EXHIBIT 4.8


                            SHARE PURCHASE AGREEMENT

                                  BY AND AMONG

                             CENTRASIA MINING CORP.

                          MAGELLAN HOLDINGS (BVI) CORP.

                                       AND

                             STARGATE SOLUTIONS LTD.

                               DATED MAY 11, 2007

    (as amended June 8, 2007, June 22, 2007, July 11, 2007 and July 13, 2007)









<PAGE>











                            SHARE PURCHASE AGREEMENT




                         MADE THIS 11TH DAY OF MAY, 2007




                                     BETWEEN




                             STARGATE SOLUTIONS LTD.




                                     - AND -




                             CENTRASIA MINING CORP.




                                     - AND -




                         MAGELLAN HOLDINGS ( BVI ) CORP.








<PAGE>



1.       DEFINITIONS, INTERPRETATION AND SCHEDULES............................2

         1.1.     DEFINED TERMS                                               2
         1.2.     CURRENCY                                                    9
         1.3.     GENDER, NUMBER AND OTHER TERMS                              9
         1.4.     DIVISION AND HEADINGS                                       9
         1.5.     CALCULATION OF TIME                                         9
         1.6.     PERFORMANCE ON HOLIDAYS                                    10
         1.7.     WAIVER OF RIGHTS                                           10
         1.8.     KNOWLEDGE                                                  10
         1.9.     SCHEDULES                                                  10
         1.10.       HEADINGS                                                10
         1.11.       NO STRICT CONSTRUCTION                                  11

2.       SALE AND PURCHASE OF PURCHASED SHARES...............................11

         2.1.     SALE AND PURCHASE                                          11
         2.2.     PURCHASE PRICE                                             11
         2.3.     $200,000 LETTER OF CREDIT; FOREGIVENESS OF LOAN            11
         2.4.     INCREASE TO PURCHASE PRICE                                 12
         2.5.     DECREASES TO PURCHASE PRICE                                13
         2.6.     CONTROL OF THE CENTRASIA SHARES                            13
         2.7.     RESTRICTIONS ON THE CENTRASIA SHARES                       13
         2.8.     PAYMENT BY WIRE TRANSFER                                   14

3.       CLOSING DATE AND LOCATION...........................................14


4.       REPRESENTATIONS AND WARRANTIES OF THE VENDOR........................14

         4.1.     AUTHORITY AND AUTHORIZATION                                14
         4.2.     VALIDITY AND ENFORCEABILITY                                14
         4.3.     ORGANIZATION, QUALIFICATION AND GOOD STANDING              15
         4.4.     PREVIOUS NAMES OR SUBSIDIARIES                             15
         4.5.     AUTHORIZED AND ISSUED CAPITAL                              15
         4.6.     TITLE TO THE PURCHASED SHARES AND THE RPI SHARES           16
         4.7.     CORPORATE RECORDS                                          17
         4.8.     NO OPTIONS                                                 17
         4.9.     CONSENTS AND APPROVALS                                     17
         4.10.       NO VIOLATION                                            17
         4.11.       ABSENCE OF OTHER INTERESTS                              18
         4.12.       NATURE OF BUSINESSES                                    18
         4.13.       COMPLIANCE WITH LAWS, LICENCES AND PERMITS              18
         4.14.       AGREEMENTS                                              19
         4.15.       MATERIAL CONTRACTS                                      19
         4.16.       NO CONTRACTUAL CONSENTS REQUIRED                        19
         4.17.       LITIGATION                                              19
         4.18.       LEASED ASSETS                                           19
         4.19.       THE LICENCES                                            20
         4.20.       AGREEMENTS                                              20
         4.21.       CONDUCT OF BUSINESS                                     20
         4.22.       PERMITS                                                 20


<PAGE>


         4.23.       TITLE TO THE ASSETS                                     21
         4.24.       NO OPTIONS, ETC.                                        21
         4.25.       BOOKS AND RECORDS                                       21
         4.26.       UNAUDITED FINANCIAL STATEMENTS                          21
         4.27.       ABSENCE OF CHANGES                                      21
         4.28.       ABSENCE OF UNUSUAL TRANSACTIONS                         22
         4.29.       CONDITION OF THE COMPANY                                23
         4.30.       BANK ACCOUNTS AND POWERS OF ATTORNEY                    23
         4.31.       TAXES                                                   23
         4.32.       ABSENCE OF GUARANTEES                                   24
         4.33.       INDEBTEDNESS TO VENDOR                                  24
         4.34.       BANKRUPTCY, ETC.                                        24
         4.35.       EMPLOYEES AND EMPLOYEE PLANS                            24
         4.36.       NO DISSOLUTION, WINDING-UP, ETC.                        24
         4.37.       WITHHOLDING                                             24
         4.38.       ENVIRONMENTAL MATTERS                                   24
         4.39.       UNDISCLOSED INFORMATION                                 26
         4.40.       COPIES OF DOCUMENTS                                     26
         4.41.       OTHER REPRESENTATIONS                                   26

5.       RELIANCE BY PURCHASER...............................................26


6.       COVENANTS OF THE VENDOR.............................................27

         6.1.     CONDUCT OF BUSINESS PRIOR TO CLOSING                       27
         6.2.     EXECUTION OF DOCUMENTS                                     28
         6.3.     REGISTRATION OF DOCUMENTS                                  28
         6.4.     POST-CLOSING COVENANT                                      28

7.       REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.....................28

         7.1.     AUTHORITY AND AUTHORIZATION                                28
         7.2.     VALIDITY AND ENFORCEABILITY                                28
         7.3.     ORGANIZATION, QUALIFICATION AND GOOD STANDING              29
         7.4.     PREVIOUS NAMES OR SUBSIDIARIES                             29
         7.5.     AUTHORIZED AND ISSUED CAPITAL                              29
         7.6.     TITLE TO THE CENTRASIA SHARES                              29
         7.7.     CORPORATE RECORDS                                          29
         7.8.     NO VIOLATION                                               29
         7.9.     NO CONTRACTUAL CONSENTS REQUIRED                           30
         7.10.       BOOKS AND RECORDS                                       30
         7.11.       BANKRUPTCY, ETC.                                        30
         7.12.       OTHER REPRESENTATIONS                                   30
         7.13.       UNDISCLOSED INFORMATION                                 30

8.       RELIANCE BY VENDOR..................................................30


9.       COVENANTS OF THE PURCHASER..........................................31

         9.1.     EXECUTION OF DOCUMENTS                                     31
         9.2.     REGISTRATION OF DOCUMENTS                                  31
         9.3.     PAYMENT OF THE PURCHASE PRICE                              31

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         9.4.     VENDOR'S RIGHT TO APPOINT A DIRECTOR                       31

10.      AGENCY SERVICES.....................................................31

         10.1. DIRECTION TO PAY COMMISSION. 31 10.2. NO OTHER FEES 32

11.      DUE DILIGENCE AND DISCLOSURE ISSUES.................................32

         11.1.       ACCESS FOR INVESTIGATION                                32
         11.2.       CONFIDENTIALITY                                         32
         11.3.       NEWS RELEASES AND DISCLOSURE                            33
         11.4.       DISCLOSURE ACKNOWLEDGEMENTS                             33

12.      PURCHASER'S CONDITIONS OF CLOSING...................................33

         12.1.       TRUTH AND ACCURACY OF REPRESENTATIONS OF THE
                         VENDOR AT CLOSING                                   33
         12.2.       PERFORMANCE OF OBLIGATIONS                              34
         12.3.       ABSENCE OF INJUNCTIONS                                  34
         12.4.       ABSENCE OF CHANGE OF CONDITIONS                         34
         12.5.       CLOSING DOCUMENTATION                                   34
         12.6.       LEGAL OPINION                                           36
         12.7.       GOOD TITLE TO PURCHASED SHARES                          36
         12.8.       NO ACTION                                               36
         12.9.       NO DEFAULT                                              36
         12.10.      NI 43-101 REPORT                                        37
         12.11.      FINANCING                                               37
         12.12.      CONSENTS, AUTHORIZATIONS AND REGULATORY APPROVAL        37

13.      VENDOR'S CONDITIONS OF CLOSING......................................37

         13.1.       TRUTH AND ACCURACY OF REPRESENTATIONS OF THE
                         PURCHASER AT CLOSING                                37
         13.2.       PERFORMANCE OF OBLIGATIONS                              38
         13.3.       ABSENCE OF INJUNCTIONS                                  38
         13.4.       PURCHASE PRICE                                          38

14.      SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS...............38

         14.1.       SURVIVAL OF REPRESENTATIONS AND WARRANTIES              38
         14.2.       SURVIVAL OF COVENANTS                                   39

15.      INDEMNITIES.........................................................39

         15.1.       VENDOR'S INDEMNITY                                      39
         15.2.       PURCHASER'S INDEMNITY                                   39
         15.3.       CLAIMS                                                  40
         15.4.       VENDOR'S CERTIFICATE                                    40

16.      TERMINATION.........................................................40

         16.1.       TERMINATION                                             40
         16.2.       REMEDIES                                                41
         16.3.       DAMAGE OR EXPROPRIATION                                 41

17.      POST-CLOSING TRANSACTION............................................42

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18.      MISCELLANEOUS.......................................................42

         18.1.       PUBLIC NOTICES                                          42
         18.2.       NOTICES                                                 42
         18.3.       SEVERABILITY                                            43
         18.4.       ENTIRE AGREEMENT                                        43
         18.5.       SURVIVAL                                                44
         18.6.       NOTICES                                                 44
         18.7.       MODIFICATION; WAIVER                                    44
         18.8.       TIME                                                    44
         18.9.       DISPUTE RESOLUTION AND GOVERNING LAW                    44
         18.10.      FURTHER ASSURANCES                                      44
         18.11.      ASSIGNMENT                                              45
         18.12.      ENUREMENT                                               45
         18.13.      COUNTERPARTS                                            45




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2



                            SHARE PURCHASE AGREEMENT

THIS AGREEMENT is made this 11th day of May, 2007

BETWEEN:

         STARGATE  SOLUTIONS LTD. a corporation  incorporated  under the laws of
         the British Virgin Islands having is registered office at P.O. Box 116,
         Sea Meadow  House,  Blackburne  Highway,  Road Town,  Tortola,  British
         Virgin Islands

         (the "VENDOR")

AND:

         CENTRASIA  MINING CORP., a corporation  incorporated  under the laws of
         British  Columbia and having an office at 300 - 1055 W. Hastings Street
         Vancouver, British Columbia C V6E 2E9

         (the "PURCHASER")

AND:

         MAGELLAN HOLDINGS ( BVI ) CORP., a corporation  incorporated  under the
         laws of the  British  Virgin  Islands  and  having an office at c/o HWR
         Services Limited,  Craigmuir Chambers, P.O. Box 71, Road Town, Tortola,
         British Virgin Islands

         ("MAGELLAN")

WHEREAS:

A.       The Vendor is the legal, beneficial and registered owner of 1000 shares
         in the capital of R.P.I.M.  Minerals Ltd., a Cyprus  corporation having
         its  registered  office at Kennedy 12,  Kennedy  Business  Centre,  2nd
         Floor, P.C. 1703,  Nicosia,  Cyprus (the "COMPANY"),  such shares being
         all of the issued and outstanding shares in the capital of the Company;

B.       Magellan is a wholly-owned subsidiary of the Purchaser; and

C.       The Vendor has agreed to sell to the  Purchaser  and the  Purchaser has
         agreed to purchase from the Vendor all of the Vendor's respective legal
         and beneficial  interest in the shares in the capital of the Company on
         the terms and conditions set forth in this Agreement;

THIS AGREEMENT WITNESSES THAT in consideration the representations,  warranties,
covenants  and   agreements  set  forth  herein  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereto agree as follows:


<PAGE>

                                     - 2 -


1.       DEFINITIONS, INTERPRETATION AND SCHEDULES

1.1.     DEFINED TERMS

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

         (a)      "ACTION"  means  any   litigation,   action,   Order,   claim,
                  complaint,   prosecution,   petition,   investigation,   suit,
                  hearing, grievance or other legal,  administrative,  arbitral,
                  governmental or similar proceeding, whether civil or criminal,
                  in law or in equity  (including  appeals and  applications for
                  review);

         (b)      "AFFILIATE"  means,  with  respect to any  Person,  any Person
                  directly or  indirectly  controlling,  controlled  by or under
                  direct or indirect common control with such other Person;

         (c)      "AGENT" means AGA Management LTD. and its Affiliates;

         (d)      "AGREEMENT"  means this Agreement,  including its recitals and
                  Schedules, as it may be amended, restated or supplemented from
                  time to time;

         (e)      "APPLICABLE  LAW"  means  any  and  all  domestic  or  foreign
                  statute,  conventions,  laws, statutes,  ordinances,  by-laws,
                  codes,  regulations,   rules  and  all  policies,  guidelines,
                  standards,  Orders,  decisions  rendered or promulgated of any
                  Governmental  Authority applicable to a Party, this Agreement,
                  the Business or the RPI Assets,  including without  limitation
                  employment, labour, Tax, and Environmental Laws;

         (f)      "ASSETS" means all rights,  properties or assets and materials
                  of any nature or kind,  whether real or personal,  tangible or
                  intangible,   corporeal  or  incorporeal,   and  includes  any
                  interest in real property,  mineral rights, plant,  machinery,
                  facilities,   equipment,   fixtures,   personal  property  and
                  chattels, whether leased, owned or otherwise;

         (g)      "AUDITED  FINANCIAL  STATEMENTS"  means  audited  consolidated
                  financial statements of the Company and RPI, to be prepared to
                  a date to be  determined  by the  Purchaser  and  which  shall
                  consist  of a  balance  sheet  as at the  end of  each  fiscal
                  period,  a  statement  of profit and loss and a  statement  of
                  changes  in  financial   position  with  accompanying   notes,
                  prepared in accordance with International  Financial Reporting
                  Standards  and audited in  accordance  with the  International
                  Auditing  Standards by an  internationally  recognized firm of
                  chartered accountants selected by the Purchaser and acceptable
                  to the Vendor.

         (h)      "BOOKS AND RECORDS"  means all books of account,  Tax records,
                  sales and  purchase  records,  customer  and  supplier  lists,
                  computer  software,  formulae,  business  reports,  plans  and
                  projections and all other documents, files, correspondence and
                  other  information  (whether  or  not  in  written,   printed,
                  electronic or computer printout form);

<PAGE>
                                     - 3 -



         (i)      "BUSINESS"  means  the  business  carried  on  by  RPI,  being
                  exploration  and, as the case may be, detail  prospecting  and
                  production  of  copper-nickel  ores within the License Area as
                  permitted  by the  respective  Licenses  and all  business and
                  operations related thereto;

         (j)      "BUSINESS DAY" means any day other than a Saturday,  Sunday or
                  any statutory holiday in the Province of British Columbia;

         (k)      "CENTRASIA  SHARES" means the 12,500,000  common shares of the
                  Purchaser  to be issued to and  registered  in the name of the
                  Vendor in accordance with this Agreement;

         (l)      "CLAIM" has the meaning assigned thereto in Section 15.3;

         (m)      "CLAIMING  PARTY" has the meaning  assigned thereto in Section
                  15.3;

         (n)      "CLOSING" means the completion of the sale and purchase of the
                  Purchased Shares pursuant to this Agreement, which transaction
                  shall be effective as of the Closing Time;

         (o)      "CLOSING DATE" means the later of:

                  (i)      the date  which is ten  Business  Days after the date
                           final  acceptance of the Sale Transaction is obtained
                           from the TSX Venture Exchange; or

                  (ii)     such later date as may be agreed to in writing by the
                           Vendor and the Purchaser;

         (p)      "CLOSING  TIME"  means  10:00  a.m.  (Vancouver  time)  on the
                  Closing  Date, or such earlier or later time or date as may be
                  agreed to in writing by the Vendor and the Purchaser;

         (q)      "CONTRACT" means any agreement, indenture, mortgage, contract,
                  lease  (including,  without  limitation,  any equipment lease,
                  vehicle lease,  real property lease,  personal  property lease
                  and  operating  lease),  plan,  arrangement,  deed  of  trust,
                  license, equipment warranty,  option, instrument,  obligation,
                  undertaking,   purchase  order,  supply  commitment  or  other
                  commitment or agreement, whether written or oral;

         (r)      "CORPORATE  RECORDS" means the corporate  records of a Person,
                  including (i) all constating  documents and by-laws,  (ii) all
                  minutes  of  meetings  and  resolutions  of  shareholders  and
                  directors   (and  any   committees),   and   (iii)  the  share
                  certificate books, securities register,  register of transfers
                  and register of directors;

         (s)      "EMPLOYEE PLAN" means any retirement,  pension,  bonus,  stock
                  purchase, profit sharing, stock option, deferred compensation,
                  severance or termination pay,  insurance,  medical,  hospital,
                  dental,  vision care,  drug,  sick leave,  disability,  salary
                  continuation, legal benefits, unemployment benefits, vacation,
                  incentive  or other  employee  compensation  or benefit  plan,
                  arrangement,  policy, program or practice

<PAGE>
                                     - 4 -



                  (whether provided on a pre- or post-retirement basis) which is
                  maintained,  or  otherwise  contributed  to or  required to be
                  contributed  to,  by RPI for the  benefit  of any  present  or
                  former employees, officers or directors of RPI;

         (t)      "ENCUMBRANCE"   means  any   encumbrance,   lien,   execution,
                  priority,  claim,  charge,  pledge,  hypothecation,  mortgage,
                  debenture,  trust  deed,  conditional  sale,  title  retention
                  agreement,  option or security  interest of any nature or kind
                  whatsoever, adverse claim, servitude, exception,  reservation,
                  covenant,  condition,  restriction,  easement,  right  of way,
                  right of occupation,  lease,  licence, any matter or agreement
                  capable of registration  against or otherwise affecting title,
                  option,   sale   agreement,   right  to  purchase,   right  of
                  pre-emption,  privilege  or any  Contract to create any of the
                  foregoing;

         (u)      "ENVIRONMENTAL  AUTHORITIES" means  Governmental  Authority or
                  regulatory    authority   having    jurisdiction   under   any
                  Environmental  Laws,  including  any  department,  commission,
                  bureau,  board,  administrative  agency  or body of any of the
                  foregoing;

         (v)      "ENVIRONMENTAL   LAWS"  means  all  Applicable  Laws,  Orders,
                  injunctions,  rules,  statutes  or  regulations  of any court,
                  arbitrator or  Governmental  Authority  relating to fisheries,
                  health and  safety,  the  protection  or  preservation  of the
                  environment or the manufacture, processing, distribution, use,
                  treatment,  storage, disposal, emission, release, destruction,
                  packaging,   containment,   discharge,   transport,  handling,
                  clean-up  or other  remediation  or  corrective  action of any
                  Hazardous Substances, all reclamation, remediation and closure
                  requirements in connection with mining  projects,  all bonding
                  or  other  security   requirements  relating  in  any  way  to
                  reclamation,   remediation   and   closure   requirements   in
                  connection with mining  projects,  all  authorizations  issued
                  pursuant to such Applicable Laws,  agreements or requirements,
                  including, but not limited to, Environmental Permits;

         (w)      "ENVIRONMENTAL  PERMITS"  means any and all  Permits  required
                  under  Environmental  Laws in connection  with the conduct and
                  operation of the Business;

         (x)      "ESCROW  AGREEMENT"  means an  agreement in Form 5D of the TSX
                  Venture Exchange between the Vendor, the Purchaser,  the Agent
                  and the  transfer  agent of the  shares  of the  Purchaser  as
                  referenced in Section 2.7;

         (y)      "ESCROW  AGREEMENT 2" means an agreement in form and substance
                  to the satisfaction of the Vendor and the Vendor's  Solicitors
                  and to the Purchaser and the  Purchaser's  Solicitors  between
                  the Vendor,  the  Purchaser  and the Escrow Bank to facilitate
                  the  transactions  contemplated  in Section 2.2 and Articles 3
                  and 10.

         (z)      "ESCROW BANK" means a bank in Nicosia,  Cyprus selected by the
                  Purchaser with the approval of the Vendor.

<PAGE>
                                     - 5 -



         (aa)     "GOVERNMENTAL AUTHORITY" means any foreign, domestic, federal,
                  territorial,  state, oblast,  respublika,  avtonomnyy,  okrug,
                  kray, gorod, avtonomnaya oblast', regional, municipal or local
                  government  entity,   quasi-governmental   authority,   court,
                  commission,  board, bureau,  agency,  instrumentality,  or any
                  regulatory,  administrative  or other department or agency, or
                  any  political or other  subdivision,  department or branch of
                  any of the foregoing including (1) an entity, person, court or
                  other body or organization exercising executive,  legislative,
                  judicial,   regulatory  or  administrative  functions  of,  or
                  pertaining  to, any such  government  or  subdivision  and (2)
                  international  organizations  formed by or  participated in by
                  any foreign, domestic,  federal,  territorial,  state, oblast,
                  respublika,   avtonomnyy,   okrug,  kray,  gorod,  avtonomnaya
                  oblast',  regional,  municipal  or  local  government  entity,
                  quasi-governmental   authority,   court,  commission,   board,
                  bureau,   agency,   instrumentality,    or   any   regulatory,
                  administrative or other department or agency, or any political
                  or other subdivision,  department or branch or representatives
                  thereof;

         (bb)     "HAZARDOUS SUBSTANCES" include

                  (i)      any   substance   the  presence  of  which   requires
                           reporting,  investigation,  removal  and  remediation
                           under any Environmental Laws;

                  (ii)     any  substance   that  is  defined  as  a  pollutant,
                           contaminant,  dangerous  substance,  toxic substance,
                           hazardous  or  toxic  chemical,  hazardous  waste  or
                           hazardous substance under any Environmental Laws;

                  (iii)    any substance  that is toxic,  explosive,  corrosive,
                           flammable,   ignitable,   radioactive,    infectious,
                           carcinogenic or otherwise  hazardous and is regulated
                           by  or  forms  the  basis  of  Liability   under  any
                           Environmental Laws;

                  (iv)     any  substance  the  presence  of which on a property
                           causes  or  threatens  to cause a  nuisance  upon the
                           property  or  to  adjacent  properties  or  poses  or
                           threatens  to pose a hazard  to  health  or safety of
                           persons on or about a property;

                  (v)      any substance that contains gasoline,  diesel fuel or
                           other petroleum hydrocarbons, including crude oil and
                           fractions thereof, natural gas, synthetic gas and any
                           mixtures thereof;

                  (vi)     any   substance   that   contains   asbestos   and/or
                           asbestos-containing materials; or

                  (vii)    any substance that contains  PCBs, or  PCB-containing
                           materials or fluids;

         (cc)     "INDEMNIFYING  PARTY" shall have the meaning  assigned thereto
                  in Section 15.3;

         (dd)     "INTERIM  PERIOD" means the period from and including the date
                  of this Agreement to and including the Closing Time;


<PAGE>
                                     - 6 -



         (ee)     "LIABILITY"   means  any  direct  or  indirect,   absolute  or
                  contingent,  indebtedness,  liability, guarantee, claim, loss,
                  damage, cost, expense,  obligation or responsibility,  whether
                  asserted or unasserted, liquidated or unliquidated, secured or
                  unsecured;

         (ff)     "LICENCES"  means each of Souker  License,  TME License and UA
                  License   (individually  or   collectively,   as  the  context
                  requires) copies of which are attached as Schedule 4.19;

         (gg)     "LICENCE  AREA" means  subsoil as described in each and all of
                  the Licences;

         (hh)     "LOAN"  means the  $200,000  advanced by the  Purchaser to RPI
                  pursuant to the Loan Agreement  together with accrued interest
                  thereon and "LOAN  AGREEMENT"  means the agreement dated April
                  14, 2007 between the Purchaser and RPI.

         (ii)     "LOSSES" has the meaning assigned thereto in Section 15.1;

         (jj)     "MATERIAL  ADVERSE EFFECT" or "MATERIAL  ADVERSE CHANGE" means
                  an effect or change, as the case may be, in the affairs of the
                  Company or RPI with a monetary value of $100,000 or greater;

         (kk)     "MATERIAL  CONTRACTS" means those subsisting Contracts entered
                  into by either the  Company or RPI, by which it is bound or to
                  which it or its Assets or the Licences are subject  which have
                  total payment  obligations  on the part of the Company  and/or
                  RPI which exceed  $10,000 or are for a term of or in excess of
                  6 months;

         (ll)     "ORDER" means any order, directive, judgment, decree, award or
                  writ of any court  (including  a court of equity) of competent
                  jurisdiction,  arbitrator  panel  and any  other  Governmental
                  Authority;

         (mm)     "ORDINARY  COURSE OF  BUSINESS"  when used in  relation to the
                  conduct of RPI or the Business means:

                  (i)      any activity  consistent  with past  practices of RPI
                           conducted in a commercially  reasonable manner having
                           no unusual or special features;

                  (ii)     such action is not required to be  authorized  by the
                           board of  directors of RPI (or by any person or group
                           exercising similar authority); and

                  (iii)    such action is of a similar  nature and  magnitude to
                           actions customarily taken,  without any authorization
                           by the board of directors of RPI (or by any person or
                           group exercising  similar  authority) in the ordinary
                           course  of  the  normal  day-to-day  operations  such
                           corporations that are in the same line of business as
                           RPI;

         (nn)     "PARTIES"  means the Vendor,  the Purchaser and Magellan,  and
                  "Party" means any of them;


<PAGE>
                                     - 7 -



         (oo)     "PERSON"   means   any   individual,    partnership,   limited
                  partnership,  corporation,  body corporate,  limited liability
                  company,  joint  venture,  association,  joint stock  company,
                  trust, unincorporated organization,  Governmental Authority or
                  any  agency  or  political  subdivision  thereof  or any other
                  entity;

         (pp)     "PERMITS"  means  ,  permits,   licences,  Orders,  approvals,
                  consents,   certificates,   registrations  and  authorizations
                  whether  issued to or required by RPI relating to the Licenses
                  and the Business by, from, or with any Governmental Authority,
                  listed in Schedule 4.22;

         (qq)     "PURCHASED SHARES" means the 1000 shares in the capital of the
                  Company, representing all of the issued and outstanding shares
                  in the  capital  of the  Company,  which are being sold by the
                  Vendor to the Purchaser;

         (rr)     "PURCHASE  PRICE" has the meaning  assigned thereto in Section
                  2.2;

         (ss)     "PURCHASER'S  SOLICITORS" means the law firm of Lawson Lundell
                  LLP;

         (tt)     "RPI" means ZAO  "Rudprominvest",  a corporation  incorporated
                  under the laws of Russia,  being a wholly owned  subsidiary of
                  the  Company  and having an address  at 2  Puteyskaya  Street,
                  Apatity, Murmansk region, 184209, Russian Federation;

         (uu)     "RPI  ASSETS"  means  the  Assets  owned or  leased by RPI and
                  includes the Licences;

         (vv)     "RPI  SHARES"  means  the 100  shares in the  capital  of RPI,
                  representing  all of the issued and outstanding  shares in the
                  capital of RPI, which are owned by the Company;

         (ww)     "SALE TRANSACTION" means the sale,  transfer and assignment by
                  the Vendor to the Purchaser, and the purchase by the Purchaser
                  from  the  Vendor,  and the  acceptance  of the  transfer  and
                  assignment of the Purchased  Shares by the Purchaser  from the
                  Vendor in accordance with the terms of this Agreement;

         (xx)     "SHAREHOLDERS" means the shareholders of the Vendor.

         (yy)     "SHAREHOLDER  GUARANTEE"  means an  agreement in favour of the
                  Purchaser and in form and substance to the satisfaction of the
                  Purchaser and the Purchaser's  Solicitors by the  Shareholders
                  to guarantee the representations,  warranties and covenants of
                  the Vendor in this Agreement and in the Transaction Documents;

         (zz)     "SHAREHOLDERS'  AGREEMENT"  means  an  agreement  between  the
                  Shareholders and the Vendor referenced in Section 2.3;

         (aaa)    "SOUKER  LICENSE"  means License  Series IO-D 00695 OY for the
                  right  to  conduct  detailed  prospecting  and the  subsequent
                  production   of   copper-nickel    ore   within   the   Souker
                  mineralization,  issued  to the  Company  by  the  Territorial
                  Agency on Subsoil Use for the Murmansk  oblast,  registered on
                  January 28, 2005 under

<PAGE>
                                     - 8 -



                  No.  695/08-05 and valid according to its terms until December
                  15,  2030,  as the same may be amended,  re-issued or replaced
                  from time to time.

         (bbb)    "TAX" or "TAXES "  includes  all  present  and  future  taxes,
                  surtaxes,  duties, levies,  imposts, rates, fees, assessments,
                  withholdings,  dues and other charges of any nature imposed by
                  any  Governmental   Authority   (including   income,   capital
                  (including    large    corporations),    corporate    profits,
                  withholding,  assets, consumption, sales, use, transfer, goods
                  and   services   or  other   value-added,   excise,   customs,
                  anti-dumping,   stumpage,   countervail,   net  worth,  stamp,
                  registration,    franchise,   payroll,   employment,   health,
                  education,  business,  school,  property,  local  improvement,
                  development,   education  development  and  occupation  taxes,
                  surtaxes,  duties, levies,  imposts, rates, fees, assessments,
                  withholdings,  dues and  charges)  together  with  all  fines,
                  interest,  penalties on or in respect of, or in lieu of or for
                  non-collection  of, those  taxes,  surtaxes,  duties,  levies,
                  imposts,  rates,  fees,  assessments,  withholdings,  dues and
                  other charges;

         (ccc)    "TAXING AUTHORITY" means any Governmental Authority,  domestic
                  or  foreign,   having   jurisdiction   over  the   assessment,
                  determination, collection or other imposition of any Tax;

         (ddd)    "TAX LAWS" means all Applicable Laws imposing a Tax, including
                  all treaties,  conventions,  rules,  regulations,  orders, and
                  decrees of any  jurisdiction (in each case having the force of
                  law);

         (eee)    "TAX  LIABILITIES"  means any  Liability  of the  Vendor,  the
                  Company and/or RPI as of the Closing Date to make a payment of
                  or  in  respect  of  Taxes  including,  without  limiting  the
                  generality  of  the   foregoing,   value-added   tax  payable,
                  corporate profits tax payable, assets tax payable, withholding
                  tax payable and property tax payable;

         (fff)    "TAX   RETURN"   means  any   return,   report,   declaration,
                  designation,  election,  undertaking,  waiver, notice, filing,
                  information return, form, certificate or any other document or
                  material  relating to Taxes required to be filed with a Taxing
                  Authority;

         (ggg)    "TME LICENSE"  means License  Series IO-D No. 13487 OI for the
                  Right  to  Subsoil  Use for the  purposes  of the  search  and
                  valuation  of  deposits  of  copper  and  nickel,   issued  to
                  Rudprominvest by the Federal Subsoil Use Agency of the Russian
                  Federation,  registered by the Russian Federation  Ministry of
                  Natural   Resources   on   February   22,   2006   under   No.
                  4412/IO-D13487OI  and  valid  according  to  its  terms  until
                  December  1, 2010,  as the same may be amended,  re-issued  or
                  replaced from time to time.

         (hhh)    "TRANSACTION  DOCUMENT"  means,  when used,  in reference to a
                  particular  person any agreement,  document,  certificate,  or
                  instrument  to be executed by such Person in  connection  with
                  the transactions contemplated hereby;


<PAGE>
                                     - 9 -



         (iii)    "UA LICENSE"  means  License  Series IO-D No. 13486 OI for the
                  Right  to  Subsoil  Use for the  purposes  of the  search  and
                  valuation  of  deposits  of  nickel  and  platinum,  issued to
                  Rudprominvest by the Federal Subsoil Use Agency of the Russian
                  Federation,  registered by the Russian Federation  Ministry of
                  Natural   Resources   on   February   22,   2006   under   No.
                  4411/IO-D13486OI  and  valid  according  to  its  terms  until
                  December  1, 2010,  as the same may be amended,  re-issued  or
                  replaced from time to time.

         (jjj)    "UNAUDITED  FINANCIAL  STATEMENTS"  has the  meaning  assigned
                  thereto in Section 4.26;

         (kkk)    "VENDOR'S  CERTIFICATE" means the certificates to be delivered
                  at Closing under Section 12.1; and

         (lll)    "VENDOR'S  SOLICITORS"  means the firm of AGA Management Ltd.,
                  40 Stremyanny Lane, Bldg. 4, Moscow, 115054, Russia.

1.2.     CURRENCY

         Except as otherwise  stated herein,  dollar amounts referred to in this
         Agreement shall be in US dollars.

1.3.     GENDER, NUMBER AND OTHER TERMS

         In  this  Agreement,  unless  the  context  otherwise  requires,  words
         importing  the  singular  include  the  plural  and vice  versa,  words
         importing  gender  include  all  genders,  "or"  is not  exclusive  and
         "including" is not limiting, whether or not non-limiting language (such
         as "without limitation") is used with reference to it. Any reference to
         a corporate  entity  includes and is also a reference to any  corporate
         entity that is a successor to such entity.

1.4.     DIVISION AND HEADINGS

         The division of this Agreement into Articles, Sections, subsections and
         Schedules is for convenience of reference only and shall not affect the
         interpretation or construction of this Agreement.

1.5.     CALCULATION OF TIME

         When calculating the period of time within which or following which any
         act is to be done or step taken  pursuant to this  Agreement,  the date
         which  is the  reference  date in  calculating  such  period  shall  be
         excluded.  If the last day of such period is not a Business  Day,  then
         the time period in question shall end at 5:00 p.m.  (Vancouver time) on
         the first Business Day following such non-Business Day.


<PAGE>
                                     - 10 -



1.6.     PERFORMANCE ON HOLIDAYS

         If any act  (including  the giving of notice) is otherwise  required by
         the terms hereof to be performed on a day which is not a Business  Day,
         such act shall be valid if  performed on the next  succeeding  Business
         Day.

1.7.     WAIVER OF RIGHTS

         Any  waiver  of, or consent to depart  from,  the  requirements  of any
         provision of this Agreement shall be effective only if it is in writing
         and signed by the Party  giving it, and only in the  specific  instance
         and for the specific purpose for which it has been given. No failure on
         the part of any  Party to  exercise,  and no delay in  exercising,  any
         right under this Agreement  shall operate as a waiver of such right. No
         single or partial  exercise of any such right shall  preclude any other
         or further exercise of such right or the exercise of any other right.

1.8.     KNOWLEDGE

         In this  Agreement,  the phrase  "to the  knowledge  of the  Vendor" or
         phrases  of  similar  import  means  to  the  best  of  the  knowledge,
         information  and belief of any one or more of the Vendor,  the Company,
         RPI and, after due inquiry,  each of the Shareholders and the officers,
         employees, consultants and advisors of the Vendor who, having regard to
         their  positions,   job  descriptions  and   responsibilities,   should
         reasonably be expected to have  knowledge and  information  relevant to
         the matter in question.

1.9.     SCHEDULES

         The following are the schedules to this Agreement:

         (a)      Schedule 4.4(b)  - Corporate Predecessors of RPI etc.
         (b)      Schedule 4.9     - Consents and Approvals
         (c)      Schedule 4.11(b) - Shares owned
         (d)      Schedule 4.14    - Agreements (other than Material Contracts)
         (e)      Schedule 4.15    - Material Contracts
         (f)      Schedule 4.18    - Equipment Leases
         (g)      Schedule 4.19    - Licences
         (h)      Schedule 4.22    - Permits (including Environmental Permits)
         (i)      Schedule 4.26    - Financial Statements
         (j)      Schedule 4.30    - Bank Accounts and Powers of Attorney
         (k)      Schedule 4.35    - Employees and Employee Plans
         (l)      Schedule 4.38(l) - Leased Property
         (m)      Schedule 7.4     - Corporate Information for Centrasia

1.10.    HEADINGS

         The headings in this Agreement are inserted for convenience only and do
         not form a part of this  Agreement  and are not intended to  interpret,
         define or limit the scope,  extent or intent of this  Agreement  or any
         provision of this Agreement.

<PAGE>
                                     - 11 -



1.11.    NO STRICT CONSTRUCTION

         The Parties  acknowledge  that this  Agreement  is the product of arm's
         length  negotiation  between the parties,  each having obtained its own
         independent  legal advice,  and that this Agreement  shall be construed
         neither  strictly for nor strictly  against any Party  irrespective  of
         which Party was responsible for drafting this Agreement.

2.       SALE AND PURCHASE OF PURCHASED SHARES

2.1.     SALE AND PURCHASE

         On the basis of the  representation,  warranties  and  covenants of the
         Vendor in this Agreement and subject to the fulfilment of any condition
         that has not been waived by a Party  entitled  to the benefit  thereof,
         the Vendor hereby agrees to sell, transfer and assign to the Purchaser,
         and the  Purchaser  hereby  agrees to  purchase  from the  Vendor,  the
         Purchased Shares, free and clear of all Encumbrances.

2.2.     PURCHASE PRICE

         Subject to Sections  2.3,  2.4, 2.5 and 10.1,  the purchase  price (the
         "PURCHASE  PRICE")  payable by the Purchaser  for the Purchased  Shares
         shall be the aggregate of:

         (a)      $6,000,000  on the Closing Date to the Escrow Bank,  in escrow
                  under the terms of Escrow  Agreement  2, to be released to the
                  Vendor  on  completion  of  the  Closing  or  returned  to the
                  Purchaser in the event this  Agreement is terminated  pursuant
                  to Article 16;

         (b)      the issuance of the Centrasia  Shares to the Vendor,  of which
                  3,125,000  (25%) shall be  delivered  to the Escrow  Bank,  in
                  escrow,  to be  released  to the Vendor on  completion  of the
                  Closing,  with the balance to be dealt with in accordance with
                  the terms of the Escrow Agreement as provided in Section 2.7;

         (c)      $5,000,000  by wire  transfer  on or before that date which is
                  the first anniversary of the Closing Date, and

         (d)      $1,500,000  by wire  transfer  on or before that date which is
                  the second anniversary of the Closing Date.

2.3.     $200,000 LETTER OF CREDIT; FOREGIVENESS OF LOAN

         Upon  the  execution  of  this  Agreement  or as  soon  as  practicable
         thereafter the Purchaser will deliver to the Escrow Bank, in escrow,  a
         letter  of  credit  issued  by a bank  selected  by the  Purchaser  and
         acceptable to the Vendor for $200,000. If the Purchaser terminates this
         Agreement  pursuant  to Section  16.1 or pays  $6,000,000  pursuant  to
         Section  2.2(a) and  deliver  3,125,000  Centrasia  Shares  pursuant to
         Section 2.2(b), the letter of credit will be returned to the Purchaser.
         If, on or before June 25, 2007,  the Purchaser  fails to pay $6,000,000
         pursuant  to Section  2.2(a) and  deliver  3,125,000  Centrasia  Shares
         pursuant to Section  2.2(b) and the Purchaser has not  terminated  this
         Agreement  pursuant to Section  16.1,  then the Loan shall be deemed to
         have been  forgiven  and the letter of credit shall be


<PAGE>
                                     - 12 -


         delivered  by the Escrow  Bank to the  Vendor  and the Vendor  shall be
         entitled to draw the full amount thereof.

2.4.     INCREASE TO PURCHASE PRICE

         If the Purchaser has not terminated this Agreement  pursuant to Section
         16.1 and the Purchaser:

         (a)      fails to pay $6,000,000 pursuant to Section 2.2(a) and deliver
                  3,125,000  Centrasia  Shares  pursuant to Section 2.2(b) on or
                  before June 25, 2007,  then (in  addition to the  consequences
                  provided in Section 2.3) the Purchase Price shall be increased
                  by $600,000, which shall be added to the payment of $6,000,000
                  referred to in Section  2.2(a) and shall be due and payable at
                  the Closing;

         (b)      pays  $6,000,000  pursuant to Section 2.2(a) on or before June
                  25,  2007 but  fails to  deliver  3,125,000  Centrasia  Shares
                  pursuant to Section  2.2(b) on or before June 25,  2007,  then
                  (in addition to the consequences  provided in Section 2.3) the
                  Purchase Price shall be increased by $200,000,  which shall be
                  added to the  payment  of  $6,000,000  referred  to in Section
                  2.2(a) and shall be due and payable at the Closing;

         (c)      fails to pay $6,000,000 pursuant to Section 2.2(a) and deliver
                  3,125,000  Centrasia  Shares  pursuant to Section 2.2(b) on or
                  before June 25, 2007 and both such failures are  continuing at
                  the close of  business  in Cyprus on July 25,  2007,  then (in
                  addition  to the  consequences  provided  in Section  2.3) the
                  Purchase Price shall be further  increased by $250,000,  which
                  shall be added to the aggregate payment of $6,600,000 referred
                  to in  Section  2.4(a)  and  shall be due and  payable  at the
                  Closing;

         (d)      pays  $6,000,000  pursuant to Section 2.2(a) on or before June
                  25,  2007 but  fails to  deliver  3,125,000  Centrasia  Shares
                  pursuant to Section 2.2(b) on or before June 25, 2007 and such
                  failure is  continuing  at the close of  business in Cyprus on
                  July  25,  2007,  then the  Purchase  Price  shall be  further
                  increased by $850,000,  which shall be added to the  aggregate
                  payment of $6,200,000  referred to in Section 2.4(b) and shall
                  be due and payable at the Closing;

         (e)      fails to make the payment of $5,000,000 referred to in Section
                  2.2(c) within ten Business Days after the first anniversary of
                  the Closing Date,  then the Purchase  Price shall be increased
                  by $250,000, which shall be added to the said $5,000,000,  and
                  the $5,250,000  then due and payable shall bear interest until
                  paid at an annual rate of 15% or

         (f)      fails to make the payment of $1,500,000 referred to in Section
                  2.2(d) within ten Business  Days after the second  anniversary
                  of  the  Closing  Date,  then  the  Purchase  Price  shall  be
                  increased  by  $100,000,  which  shall  be  added  to the said
                  $1,500,000, and the $1,600,000 then due and payable shall bear
                  interest until paid at an annual rate of 15%.

<PAGE>
                                     - 13 -




2.5.     DECREASES TO PURCHASE PRICE

         The amount of the Purchase Price may be reduced as follows:

         (a)      The  $5,000,000  payable  pursuant to Section  2.2(c) shall be
                  reduced  if it is paid  before  the first  anniversary  of the
                  Closing  Date,  the  amount  of the  reduction  to be equal to
                  $5,000,000  multiplied  by the  lesser of 180 or the number of
                  days from the date of actual payment to the first  anniversary
                  of the Closing Date divided by 360 multiplied by 15%; and

         (b)      The  $1,500,000  payable  pursuant to Section  2.2(d) shall be
                  reduced if it is paid  before the  second  anniversary  of the
                  Closing  Date,  the  amount  of the  reduction  to be equal to
                  $1,500,000  multiplied  by the  lesser of 360 or the number of
                  days from the date of actual payment to the second anniversary
                  of the Closing Date divided by 360 multiplied by 15%.

2.6.     CONTROL OF THE CENTRASIA SHARES

         The Vendor  acknowledges that it has three  shareholders only and it is
         intended that control of the  Centrasia  Shares to be registered in the
         name of the Vendor will be held by such  shareholders  in proportion to
         their share ownership of the Vendor. In that regard, the Vendor and its
         shareholders will enter into the  Shareholders'  Agreement to establish
         this  arrangement  and  provide  a  certified  true  copy  of it to the
         Purchaser at Closing.

2.7.     RESTRICTIONS ON THE CENTRASIA SHARES

         The Purchaser shall use all reasonable  endeavours to reduce the period
         of escrow  restrictions to the Centrasia  Shares.  However,  the Vendor
         acknowledges  that the  Centrasia  Shares  will be  subject  to  escrow
         restrictions  tied to the indirect  ownership of the  Properties by the
         Purchaser for a period of not more than  eighteen  months from the date
         they are  issued,  and that  the  Vendor  will  enter  into the  Escrow
         Agreement  in that  regard  on or  before  the  Closing  Date  with the
         Transfer Agent of the Purchaser,  Computershare Trust Company of Canada
         ("Computershare").  In the ordinary course,  the Centrasia Shares shall
         be released from escrow by  Computershare to the Vendor pursuant to the
         Escrow Agreement as follows:

         ---------------------------------------------------------------------
                                                              No. and % of
                                                            Centrasia Shares
         Date                                             Released from Escrow
         ---------------------------------------------------------------------

         The Closing Date                                      3,125,000 (25%)
         6 months after the Closing Date                       3,125,000 (25%)
         12 months after the Closing Date                      3,125,000 (25%)
         18 months after the Closing Date                      3,125,000 (25%)
         ---------------------------------------------------------------------
         Total:                                               12,500,000 (100%)
         ---------------------------------------------------------------------

<PAGE>

                                     - 14 -



2.8.     PAYMENT BY WIRE TRANSFER

         For the purposes of Sections 2.3, 2.4 and 2.5, the  Purchaser  shall be
         deemed to have made payment when appropriate wire transfer instructions
         have been given by it to its bank.

3.       CLOSING DATE AND LOCATION

The Closing  shall take place at the  Closing  Time at the offices of the Escrow
Bank in  Nicosia,  Cyprus,  or at such other  place as may be agreed upon by the
Vendor and the Purchaser.  Without  limiting  Section 18.10,  the Vendor and the
Purchaser  will  give  such  written  directions  to the  Escrow  Bank as may be
necessary  under Escrow  Agreement 2 to effect the release of the funds referred
to in Section 2.2(a) and the Centrasia  Shares for the Purchased Shares and such
other  documentation  as is  required  by the  terms  of  this  Agreement  to be
delivered  on  Closing.  The fees and  expenses of the Escrow Bank will be borne
equally by the Vendor and the Purchaser. Payment of the agency fees to the Agent
shall be at the expense of the Vendor.

4.       REPRESENTATIONS AND WARRANTIES OF THE VENDOR

The Vendor hereby  represents and warrants to and in favour of the Purchaser and
Magellan  as  follows,  as of the date of this  Agreement  and as of the Closing
Time, and hereby acknowledges and confirms that the Purchaser is relying on such
representations  and warranties in connection with the purchase of the Purchased
Shares and that,  as provided in Section  16,  Magellan  will also be relying on
such  representations  and  warranties  in  connection  with the transfer of the
Purchased Shares to it from the Purchaser after the Closing:

4.1.     AUTHORITY AND AUTHORIZATION

         The Vendor has due and  sufficient  right and  authority  to enter into
         this  Agreement  and to  transfer  the legal and  beneficial  title and
         ownership of the Purchased  Shares to the Purchaser.  The execution and
         delivery  of this  Agreement  and the  completion  of the  transactions
         contemplated  by  this  Agreement  have  been  duly  authorized  by all
         necessary corporate action on the part of the Vendor.

4.2.     VALIDITY AND ENFORCEABILITY

         This  Agreement  has been  authorized,  executed  and  delivered by the
         Vendor and  constitutes a valid and legally  binding  obligation of the
         Vendor  enforceable  against  the Vendor in  accordance  with the terms
         thereof and upon being executed and delivered the Transaction Documents
         will  constitute  valid and legally  binding  obligations of the Vendor
         enforceable  against the Vendor in accordance  with the terms  thereof,
         except as enforcement thereof may be limited by bankruptcy, insolvency,
         reorganization,  moratorium and other laws relating to or affecting the
         rights of creditors  generally and except as limited by the application
         of equitable  principles when equitable remedies are sought, and by the
         fact that rights to indemnity, contribution and waiver, and the ability
         to sever unenforceable terms, may be limited by Applicable Laws.


<PAGE>
                                     - 15 -


4.3.     ORGANIZATION, QUALIFICATION AND GOOD STANDING

         (a)      The Company is duly  incorporated and qualified,  licensed and
                  registered,  validly existing,  and in good standing,  and has
                  all necessary  corporate power,  authority and capacity to own
                  and  operate  its  Assets  and to  carry  on its  business  as
                  presently  anticipated.  Neither the nature of the business of
                  the Company nor the  location or character of the Assets owned
                  or leased by it  requires  that the Company be  registered  or
                  otherwise  qualified  or to be in good  standing  in any other
                  jurisdiction other than in the Republic of Cyprus. The Company
                  has  made  all  necessary   filings,   under  all   applicable
                  corporate,  securities,  taxation and other Applicable Laws to
                  which it is subject.

         (b)      RPI is duly incorporated,  registered,  validly existing,  and
                  has all necessary  corporate power,  authority and capacity to
                  own and  operate  its Assets and to carry on its  Business  as
                  presently conducted. Neither the nature of the Business of RPI
                  nor the location or character of the Assets owned or leased by
                  it requires that RPI be  registered or otherwise  qualified or
                  to be in good standing in any other jurisdiction other than in
                  Russia. RPI has obtained all required corporate approvals from
                  its   founders  and  complied   with  all   necessary   filing
                  requirements,  under  all  applicable  corporate,  securities,
                  anti-monopoly,  taxation and other Applicable Laws to which it
                  is subject.  The Charter and other  constitutive  documents of
                  RPI,  including any amendments and additions  thereto,  comply
                  with all  requirements of Applicable  Laws, are duly executed,
                  approved and registered, and are in full force and effect.

4.4.     PREVIOUS NAMES OR SUBSIDIARIES

         (a)      There  are  no  corporate  predecessors  of  the  Company,  no
                  previous  corporate  names of the  Company and RPI is the only
                  subsidiary of the Company.

         (b)      Except as set out in Schedule  4.4(b),  there are no corporate
                  predecessors of RPI, no previous corporate names of RPI and no
                  subsidiaries of RPI.

4.5.     AUTHORIZED AND ISSUED CAPITAL

         (a)      The authorized  capital of the Company consists of 1000 shares
                  of which 1000 have been validly issued and are  outstanding as
                  fully paid and  non-assessable  shares.  The Purchased  Shares
                  constitute  all of the  issued and  outstanding  shares in the
                  capital of the Company.  No options,  warrants or other rights
                  for the purchase,  subscription or issuance of shares or other
                  securities  of the Company or securities  convertible  into or
                  exchangeable for shares of the Company have been authorized or
                  agreed to be issued or are  outstanding.  The Purchased Shares
                  are not  subject  to any  pre-emptive  rights and there are no
                  shareholder  agreements,  voting  trust  agreements  or  other
                  Contracts   restricting   voting   or   dividend   rights   or
                  transferability with respect to such shares.

         (b)      The  amount of  charter  capital  of RPI  equals  10,000  (ten
                  thousand) Russian Roubles. The charter capital of RPI has been
                  duly  formed  and,  in  particular,  the

<PAGE>
                                     - 16 -


                  timing of all charter capital contributions and all procedures
                  for  the  formation  of  charter  capital  were  completed  in
                  compliance with Applicable Laws.

         (c)      The  authorized   and  issued   charter   capital  of  RPI  is
                  represented   by   100   (one   hundred)   common   registered
                  non-documentary  voting  shares  with  par  value  of 100 (one
                  hundred)  Russian Roubles per share. All procedures and timing
                  requirements  under  Applicable  Laws in relation to the issue
                  and  placement of the RPI Shares were duly  complied  with and
                  all  Approvals  with this  respect  have been duly and  timely
                  obtained,  in  particular,  all of the RPI  Shares  have  been
                  issued  and   registered   with  the   relevant   Governmental
                  Authorities in compliance with all Applicable Laws. All of the
                  RPI Shares have been fully paid within the time periods and in
                  the manner  contemplated  and required by Applicable Laws. The
                  RPI Shares constitute all of the issued and outstanding shares
                  in the capital of RPI;  there are  neither (i) any  authorized
                  shares  in RPI that are in the  process  of  being  issued  or
                  placed,  nor (ii) any  preferred  shares in RPI.  No  options,
                  warrants or other  rights for the  purchase,  subscription  or
                  issuance of shares or other  securities  of RPI or  securities
                  convertible  into or exchangeable  for shares in RPI have been
                  authorized  or agreed to be issued or are  outstanding.  There
                  are no  restrictions  on the transfer of the RPI Shares except
                  those set forth in the constating  documents of RPI. There are
                  no shareholder  agreements,  voting trust  agreements or other
                  Contracts   restricting   voting   or   dividend   rights   or
                  transferability with respect to such shares.

4.6.     TITLE TO THE PURCHASED SHARES AND THE RPI SHARES

         (a)      The  Vendor is or will be on or before  Closing  the legal and
                  beneficial  owner of the  number  and  class of  shares of the
                  Company as set forth below, free and clear of all Encumbrances
                  and the Purchased Shares have been duly and validly issued and
                  are outstanding as fully paid and non-assessable shares in the
                  capital of the Company.

                   Registered and         Class of Shares       Number of Shares
                  Beneficial Owner             Owned                  Owned

                  Stargate Solutions Ltd.      common                1000.

         (b)      The  Company is or will be on or before  Closing the legal and
                  beneficial  owner of the  number and class of shares of RPI as
                  set forth below, free and clear of all  Encumbrances,  and the
                  RPI  Shares  have  been  duly  and  validly   issued  and  are
                  outstanding  as fully  paid and  non-assessable  shares in the
                  capital of RPI.

                   Registered and         Class of Shares       Number of Shares
                  Beneficial Owner             Owned                  Owned

                  R.P.I.M. Minerals Ltd.  common registered    100 (one hundred)
                                           non-documentary
                                               shares


<PAGE>
                                     - 17 -



4.7.     CORPORATE RECORDS

         The  Corporate  Records of both the  Company and RPI are  complete  and
         accurate in all material  respects and all  corporate  proceedings  and
         actions  reflected in such  Corporate  Records  have been  conducted or
         taken in compliance with all Applicable  Laws in all material  respects
         and with the  articles  and by-laws of the Company or Charter and other
         foundation  documents  of RPI, as the case may be.  Neither the Company
         nor  RPI  is a  party  to or  subject  to  any  unanimous  shareholders
         agreement.  True and  correct  copies of the share  certificate  books,
         equity  ownership  records  and  registers  of  shareholders  have been
         provided to the Purchaser.  Such equity  ownership  records  accurately
         reflect all transactions since the inception of the Company and RPI and
         the current share  ownership of the Company and RPI.  Without  limiting
         the generality of the  foregoing,  (i) the minutes books of RPI contain
         complete and  accurate  minutes of all  meetings of  shareholders  held
         since  incorporation  and all such meetings  were  properly  called and
         held, (ii) the minutes books of RPI contain all  resolutions  passed by
         the directors and shareholders  (and  committees,  if any) and all such
         resolutions were properly passed,  (iii) the shareholders'  register of
         RPI is duly  maintained,  complete and accurate,  all records have been
         properly made thereto, and (iv) the registers of directors and officers
         of RPI (if any) are  complete  and  accurate and all former and present
         directors and officers were properly elected or appointed,  as the case
         may be.

4.8.     NO OPTIONS

         No Person  has any  agreement,  right or  option,  present  or  future,
         contingent,  absolute  or capable of becoming  an  agreement,  right or
         option or which with the passage of time or the occurrence of any event
         could  become  an  agreement,  right or option to  acquire  either  the
         Purchased Shares or the RPI Shares or any of them.

4.9.     CONSENTS AND APPROVALS

         Except as set out in  Schedule  4.9, no Licence  from any  Governmental
         Authority and no registration, declaration or filing by the Vendor with
         any such Governmental Authority, regulatory body or agency, or court is
         required in order for the Vendor to:

         (a)      consummate the transactions contemplated by this Agreement;

         (b)      execute and deliver all of the documents and instruments to be
                  delivered by the Vendor under this Agreement;

         (c)      duly  perform  and observe  the terms and  provisions  of this
                  Agreement; or

         (d)      render this Agreement legal, valid, binding and enforceable.

4.10.    NO VIOLATION

         The  execution,  delivery  performance of this Agreement by the Vendor,
         and the  consummation  by the Vendor of the  transactions  contemplated
         hereby or thereby, do not:


<PAGE>
                                     - 18 -


         (a)      contravene or conflict with any of the Vendor's, the Company's
                  or RPI's constating documents;

         (b)      constitute or result in a violation by the Vendor, the Company
                  or RPI of any provision of any Applicable Law;

         (c)      constitute  or result in a violation of, or give to any Person
                  (after  the  giving  of  notice  or  otherwise)  any  right of
                  termination,  amendment,  acceleration  or  cancellation of or
                  under,  any written or  unwritten  License  necessary  for the
                  conduct of the  Business  held by, or granted  to, the Vendor,
                  the Company or RPI;

         (d)      constitute  or  result  in a  violation  or a  breach  of  any
                  provision  of,  or give to any  Person  (after  the  giving of
                  notice  or  otherwise)  any right of  termination,  amendment,
                  acceleration or cancellation of or under,  any of the Material
                  Contracts or any order,  writ,  injunction,  decree,  statute,
                  rule or  regulation  applicable to it, or constitute a default
                  (or would,  with the  passage of time or the giving of notice,
                  or both,  constitute a default) under any Material Contract to
                  which RPI is a party or by which it is bound; or

         (e)      result in the imposition of any Encumbrance upon the Purchased
                  Shares or any of the RPI Assets.

4.11.    ABSENCE OF OTHER INTERESTS

         (a)      The Company does not own any shares in or other securities of,
                  or have any  interest in the Assets or business  of, any other
                  Person, other than RPI.

         (b)      Except as set out in  Schedule  4.11(b),  RPI does not own any
                  shares in or other  securities of, or have any interest in the
                  Assets or business of, any other Person.

4.12.    NATURE OF BUSINESSES

         (a)      The Company is not  currently an  operating  business and does
                  not  hold  any  interest,   whether  freehold,   leasehold  or
                  otherwise, in any real property.

         (b)      The  Business  is the only  business  carried on by RPI on the
                  date hereof.

4.13.    COMPLIANCE WITH LAWS, LICENCES AND PERMITS

         RPI has conducted  and is conducting  the Business in compliance in all
         material  respects with  Applicable Laws and possesses the Licenses and
         all material Permits issued by the appropriate  Governmental  Authority
         necessary to carry on the  Business,  is in  compliance in all material
         respects with the terms and  conditions of the Licenses and  Applicable
         Laws material to the operations thereof, and neither the Vendor nor RPI
         has received any notice of the modification, revocation or cancellation
         of, or any  intention  to  modify,  revoke or cancel or any  proceeding
         relating to the modification,  revocation or cancellation of any of the
         Licences or Permits which,  singly or in the aggregate,  if the subject
         of an unfavourable  decision,  order, ruling or finding,  would have an
         Material  Adverse  Effect on the conduct of the Business or  operations
         of, or the RPI Assets,


<PAGE>
                                     - 19 -


         liabilities   (contingent  or  otherwise),   condition   (financial  or
         otherwise) or prospects of, RPI.

4.14.    AGREEMENTS

         Except as set out in  Schedule  4.14,  neither the Company nor RPI is a
         party  to  any  Contracts  (other  than  the  Material  Contracts,   as
         hereinafter  defined),  leases,  agreements,   indentures,   mortgages,
         encumbrances, security interests, deeds of trust or other instruments.

4.15.    MATERIAL CONTRACTS

         Schedule  4.15  sets  forth a true and  complete  list of all  Material
         Contracts  by which  either the  Company or RPI are bound,  or to which
         either the Company or RPI are subject.  Neither the Vendor, the Company
         nor RPI has  received  any notice of  non-compliance  or breach of such
         Material  Contracts.  Neither the Company nor RPI is in material breach
         pursuant to the terms of any of the Material Contracts nor, to the best
         of the  knowledge of the Vendor,  is any other party in breach of their
         obligations  pursuant to the  Material  Contracts.  All of the Material
         Contracts  have been duly  authorized,  are in full  force and  effect,
         unamended, are valid and binding and are enforceable in accordance with
         their terms and the Vendor is not aware of any intention on the part of
         any of the other parties  thereto to terminate or materially  alter any
         such Contracts.

4.16.    NO CONTRACTUAL CONSENTS REQUIRED

         There is no requirement  under any Material Contract to give any notice
         to, or to obtain the consent or approval of, any party to such Material
         Contract relating to transactions contemplated by this Agreement.

4.17.    LITIGATION

         There is no Action in  progress,  threatened  or  pending  against,  or
         relating  to the  Company,  RPI or  affecting  the  RPI  Assets  or the
         Business which might  materially  and adversely  affect the RPI Assets,
         the Business, future prospects or the financial condition of either the
         Company or RPI, and there is no injunction, rule or Order of any court,
         governmental  department,   commission,   agency,   instrumentality  or
         arbitrator outstanding against the Company or RPI.

4.18.    LEASED ASSETS

         The  Company  is  not a  party  to  any  leases,  licences  or  similar
         agreements for the rental or lease of Assets.  Schedule 4.18 sets forth
         a true and complete list of all Assets in the  possession or custody of
         RPI  which  are  leased  or are held  under  licence,  loan,  operating
         agreement,  conditional  sales Contract,  title retention  agreement or
         similar  arrangement  and  accurately  describes the leases,  licences,
         agreements or other documentation relating thereto. All rental or other
         payments required to be paid by RPI pursuant to such leases,  licences,
         agreements or other documentation  relating thereto have been duly paid
         and RPI is not  otherwise in default in meeting its  obligations  under
         this Agreement.


<PAGE>
                                     - 20 -


4.19.    THE LICENCES


         As from the  date of its  issuance,  each of the  Licenses  is  validly
         issued to RPI and  registered in  accordance  with  Applicable  Law; in
         particular but without  limitation,  no act or omission has occurred in
         the process of the  issuance  of each of the  Licenses  that would,  or
         would with the passage of time, constitute a breach or violation of any
         Applicable  Laws and  regulations.  RPI holds its subsoil  rights under
         valid,  subsisting and enforceable title documents and other recognized
         and  enforceable  instruments;  all property,  leases or claims and all
         property,  leases or claims in which RPI has any interest or right have
         been validly  located and recorded in  accordance  with all  Applicable
         Laws  and are  valid  and  subsisting;  RPI has all  necessary  surface
         rights, access rights and other necessary rights and interests relating
         to the  subsoil  within the  License  Area  granting  RPI the right and
         ability to use subsoil pursuant to the Licences' terms,  with only such
         exceptions as do not  materially  interfere with the use made by RPI of
         the rights or interests so held and each of the  proprietary  interests
         or rights and each of the  documents,  agreements,  including,  but not
         limited to, the Material Contracts, leases, instruments and obligations
         relating thereto are currently in good standing in the name of RPI.

4.20.    AGREEMENTS

         Any and all of the  agreements  and  other  documents  and  instruments
         pursuant  to which  RPI  holds the  Licences  are valid and  subsisting
         agreements,   documents  or  instruments  in  full  force  and  effect,
         enforceable in accordance with the terms thereof; RPI is not in default
         of any of the material provisions of any such agreements,  documents or
         instruments  nor has any such default  been alleged  under the Licenses
         and there has been no material default under any land lease, Permits or
         claim and all taxes required to be paid with respect to such rights and
         assets to the date hereof have been paid.

4.21.    CONDUCT OF BUSINESS

         The conduct of the Business under any of the Licences is not subject to
         any restriction or limitation other than those registered against title
         to the lands, contained in applicable zoning regulations or that are of
         general  application  and the  conduct of any such  Business  is not in
         contravention  of  any  Applicable  Law of any  court  or  Governmental
         Authority having jurisdiction, including zoning requirements.

4.22.    PERMITS

         RPI holds all Permits issued by any  Governmental  Authority  which are
         necessary or desirable in connection  with the conduct and operation of
         the Business and the ownership, leasing or use of the RPI Assets as the
         same are now owned,  leased,  used  conducted or operated.  As from the
         date  of  their  issuance  the  Permits  are  validly  issued  to  RPI,
         registered in accordance  with  Applicable Law and remain in full force
         and effect and  unamended.  RPI is not in breach of or in default under
         any of the terms or conditions thereof, and all such Permits are listed
         in Schedule 4.22 .


<PAGE>
                                     - 21 -


4.23.    TITLE TO THE ASSETS

         The  Company  does not own or  possess  any  Assets  other than the RPI
         Shares.  RPI owns,  possesses and has good and marketable  title to the
         RPI Assets (other than leased  personal  property),  including  without
         limitation,  those RPI Assets  reflected  in the  balance  sheet of the
         Financial Statements free and clear of all Encumbrances. At the Closing
         Time,  such RPI Assets are free and clear of any and all  Encumbrances.
         Except as may be  disclosed  by the Vendor in writing to the  Purchaser
         between the date of this Agreement and the Closing Time and accepted by
         the Purchaser, none of the RPI Assets are in the possession of or under
         the control of any other Person other than for repair or other  purpose
         in the ordinary and customary course of the Business.

4.24.    NO OPTIONS, ETC.

         No Person has any written or oral agreement,  option,  understanding or
         commitment,  or any right or privilege capable of becoming such for the
         purchase or other acquisition from RPI of any of its Assets.

4.25.    BOOKS AND RECORDS

         The Books and  Records  of both the  Company  and RPI have been  fully,
         properly and accurately kept and completed in all material respects and
         all  transactions  involving  either  the  Company  or  RPI  have  been
         accurately recorded in such Books and Records.

4.26.    UNAUDITED FINANCIAL STATEMENTS

         Financial  accounts  of  RPI  are  kept  in  accordance  with  all  the
         applicable rules and norms stipulated by the current legislation of the
         Russian  Federation,  and reflect all the  information  concerning  the
         actual state of things in RPI,  including its activities,  property and
         obligations.  The  unaudited  financial  statements of RPI for the year
         ended  December 31, 2006 and for the three months ended March 31, 2007,
         copies of which are attached  hereto as Schedule  4.26 (the  "UNAUDITED
         FINANCIAL  STATEMENTS"),  were  prepared  in  accordance  with  Russian
         generally accepted accounting  principles applied on a basis consistent
         with that of previous  periods and are  substantially  correct in every
         particular and present  fairly and  accurately the assets,  liabilities
         and financial condition and position of RPI as at the dates thereof and
         such financial  statements  contain no direct or implied statement of a
         material fact which is untrue on the date of such financial  statements
         and do not  omit to state  any  material  fact  which  is  required  by
         applicable  auditing  standards  in Russia or by  Applicable  Law to be
         stated  or  reflected  therein  or  which  is  necessary  to  make  the
         statements  contained  therein  not  misleading.  Since the date of the
         Unaudited  Financial  Statements  there  has been no  Material  Adverse
         Change in the financial condition or business of RPI.

4.27.    ABSENCE OF CHANGES

         Since  the  date  of the  balance  sheets  included  in  the  Financial
         Statements there have not been:


<PAGE>

                                     - 22 -


         (a)      any changes in the  condition or  operations  of the Business,
                  the RPI  Assets  or  financial  affairs  of RPI  which  would,
                  individually  or in the  aggregate,  constitute  a  Materially
                  Adverse Change; or

         (b)      any  damage,  destruction  or loss,  labour  trouble  or other
                  event,  development or condition, of any character (whether or
                  not  covered by  insurance)  which is not  generally  known or
                  which has not been  disclosed to the  Purchaser,  which has or
                  may materially  adversely affect the Business,  the RPI Assets
                  or future prospects of the Company and/or RPI.

4.28.    ABSENCE OF UNUSUAL TRANSACTIONS

         Except as may be  disclosed  by the Vendor in writing to the  Purchaser
         between the date of this Agreement and the Closing Time and accepted by
         the  Purchaser,  since the date of the balance  sheets  included in the
         Financial Statements RPI has not:

         (a)      transferred,  assigned,  sold or otherwise  disposed of any of
                  the RPI Assets or cancelled any debts or claims except in each
                  case in the Ordinary Course of Business;

         (b)      incurred  or  assumed  any  obligation  or  Liability,  except
                  unsecured current obligations and liabilities  incurred in the
                  Ordinary Course of Business;

         (c)      issued or sold any  shares  in its  capital  or any  warrants,
                  bonds,  debentures  or other  corporate  securities or issued,
                  granted or delivered any right, option or other commitment for
                  the issue of any such or other securities;

         (d)      discharged  or  satisfied  any   Encumbrances,   or  paid  any
                  obligation  or  Liability,   other  than  current  liabilities
                  disclosed in the Financial  Statements or current  liabilities
                  incurred  since the date  thereof  in the  Ordinary  Course of
                  Business;

         (e)      declared, made, or committed itself to make any payment of any
                  dividend  or  other  distribution  in  respect  of  any of its
                  shares,   nor   has  it   purchased,   redeemed,   subdivided,
                  consolidated, or reclassified any of its shares;

         (f)      suffered an operating loss or any material  extraordinary loss
                  or entered into any material  commitment or transaction not in
                  the Ordinary Course of Business;

         (g)      waived or surrendered any right of substantial value;

         (h)      made  any gift of  money  or of any of the RPI  Assets  to any
                  Person;

         (i)      purchased or sold any of the RPI Assets;

         (j)      amended  or changed or taken any action to amend or change its
                  memorandum or articles;


<PAGE>

                                     - 23 -



         (k)      increased  or agreed to increase the pay of, or paid or agreed
                  to pay any pension,  bonus,  share of profits or other similar
                  benefit  to,  any  director,  employee  or  officer  or former
                  director, employee or officer of RPI;

         (l)      made  payments  of any kind to or on  behalf  of either of the
                  Vendor or any Affiliate or associate of the Vendor,  nor under
                  any  management  agreement  with the  Company  or RPI save and
                  except business  related expenses and salaries in the Ordinary
                  Course of Business and at the regular rates payable to them;

         (m)      mortgaged,  pledged,  subjected to any lien, granted an option
                  or a security  interest in respect of or otherwise  encumbered
                  any of the RPI Assets; or

         (n)      authorized or agreed or otherwise have become  committed to do
                  any of the foregoing.

4.29.    CONDITION OF THE COMPANY

         The  Company  does  not and as at the  Closing  Time  will not have any
         indebtedness  or  any  liabilities  or  obligations,  whether  accrued,
         absolute, contingent or otherwise, or any assets except the RPI Shares.

4.30.    BANK ACCOUNTS AND POWERS OF ATTORNEY

         Schedule  4.30 is a correct and  complete  list showing (i) the name of
         each bank in which either the Company and/or RPI has an account or safe
         deposit  box,  and (ii) the  names of all  Persons  holding  powers  of
         attorney  from either the Company  and/or RPI.  Copies of the powers of
         attorney have been provided to the Purchaser.

4.31.    TAXES

         To the knowledge of the Vendor,  each of the Company and RPI have filed
         or caused to be filed, within the times and in the manner prescribed by
         Tax Laws,  all Tax  Returns  which are  required to be filed by it. The
         information  contained  in such Tax Returns is correct and  complete in
         all material  respects  and, to the  knowledge of the Vendor,  such Tax
         Returns  reflect  accurately all Tax Liabilities of the Company and RPI
         for the  periods  covered  thereby.  All Taxes  that are or may  become
         payable  by or due from the  Company  and RPI have been  fully  paid or
         fully disclosed and fully provided for in the Books and Records and the
         Unaudited Financial  Statements or the Audited Financial  Statements as
         the  case may be.  The Tax  Liabilities  under  Tax Laws of each of the
         Company and RPI has been assessed for all fiscal years to and including
         the fiscal year ended on December  31, 2006.  There are no  outstanding
         agreements or waivers  extending the statutory  period providing for an
         extension of time with respect to the  assessment or  re-assessment  of
         Tax or the filing of any Tax  Return  by, or any  payment of any Tax by
         the Company and RPI. No notice of assessment or reassessment  for Taxes
         has been received and to the knowledge of the Vendor, no examination of
         any Tax Return of any of the Company and RPI is  currently in progress.
         Each of the Company and RPI has  withheld  from each payment made by it
         the amount of all Taxes required to be withheld  therefrom and has


<PAGE>
                                     - 24 -


         paid the same to the proper Taxing Authority within the time prescribed
         under any Tax Law.

4.32.    ABSENCE OF GUARANTEES

         Neither the  Company  nor RPI have given or agreed to give,  nor is the
         Company or RPI a party to or bound by, any guarantee of indebtedness or
         other  obligations  of any  Person  nor any other  commitment  by which
         either the Company or RPI is, or is contingently,  responsible for such
         indebtedness or other obligations.

4.33.    INDEBTEDNESS TO VENDOR

         Neither the Company nor RPI is indebted to the Vendor or any directors,
         officers or  employees  of the Vendor or any  affiliate or associate of
         any of them, on any account whatsoever.

4.34.    BANKRUPTCY, ETC. No bankruptcy,  insolvency or receivership proceedings
         have been instituted or are pending against the Vendor,  the Company or
         RPI and the  Vendor,  the  Company  and RPI are able to  satisfy  their
         respective liabilities as they become due.

4.35.    EMPLOYEES AND EMPLOYEE PLANS

         The Company does not have, nor has ever had, any  employees,  and it is
         not party to, nor has ever been a party to any  Employee  Plan.  To the
         knowledge of the Vendor any employees of RPI have been paid all amounts
         owing to them in the  ordinary  course  of  business  by RPI  including
         salary, hourly wages, bonuses, vacation pay, commissions and other like
         payments  up and until  the  closing.  Schedule  4.35  attached  hereto
         contains a list of all employees of RPI, the terms of their  employment
         with RPI and any Employee Plan that RPI has in place or has ever had in
         place.

4.36.    NO DISSOLUTION, WINDING-UP, ETC.

         There  shall be no  dissolution,  winding-up,  liquidation  or  similar
         proceedings  commenced or pending in respect of RPI.  Without  limiting
         the  generality  of the  foregoing,  RPI shall not be  affected  by any
         liquidation proceedings,  whether actual or threatened,  resulting from
         the value of RPI's net  assets  being at the end of the second and each
         subsequent  fiscal year following the year of RPI's state  registration
         below the minimum amount of charter  capital  established by Applicable
         Law.

4.37.    WITHHOLDING

         To the knowledge of the Vendor,  all amounts required to be withheld by
         RPI from its  employees'  salaries  and to be paid to any  Governmental
         Authority under any Applicable Laws have been withheld and paid;

4.38.    ENVIRONMENTAL MATTERS

         (a)      To the  knowledge of the Vendor,  RPI has been and is, and the
                  Business  has been and is,  operated  in  compliance  with all
                  applicable Environmental Laws.


<PAGE>
                                     - 25 -


         (b)      RPI has obtained all  Environmental  Permits  required for the
                  operation of the Business,  or any part thereof,  all of which
                  are described in Schedule 4.22. Each  Environmental  Permit is
                  valid,  subsisting  and in  good  standing  and  RPI is not in
                  default  or  breach  of  any   Environmental   Permit  and  no
                  proceeding is pending or threatened to revoke,  amend or limit
                  any Environmental Permit.

         (c)      To the  knowledge  of  the  Vendor,  neither  the  Vendor,  it
                  Affiliates  nor RPI have used or  permitted  to be used any of
                  the subsoil  within the License  Area or lands which it owned,
                  leased, occupied, controlled or licensed at any prior time, to
                  generate, manufacture, process, distribute, use, treat, store,
                  dispose of, transport or handle any Hazardous Substance except
                  in  compliance   with  the   Environmental   Permits  and  all
                  applicable Environmental Laws.

         (d)      Neither the Vendor nor RPI has received any notice of, or been
                  prosecuted   for  an   offence   alleging   violation   of  or
                  non-compliance  with any  Environmental  Law,  and neither the
                  Vendor nor RPI has  settled any  allegation  of  violation  or
                  non-compliance short of prosecution.

         (e)      Neither  the  Vendor  nor  RPI  is  aware  of  any  Orders  of
                  Environmental  Authorities  relating to environmental  matters
                  requiring   any  work,   repairs,   construction   or  capital
                  expenditures  to be made with  respect to the  Business or the
                  RPI  Assets  (whether  currently  owned,   leased,   occupied,
                  controlled or licensed or owned, leased, occupied,  controlled
                  or licensed at any time prior to the date of this Agreement).

         (f)      All  Hazardous  Substances  used  in  whole  or in part by the
                  Vendor  or  RPI or  resulting  from  the  Business  have  been
                  disposed  of,  treated  and  stored  in  compliance  with  all
                  Environmental Permits and all Environmental Laws.

         (g)      Neither  the Vendor nor RPI has  received  any notice from any
                  Environmental   Authorities  or  any  other  Person  that  the
                  Business  or the  operation  of any of the  RPI  Assets  is in
                  violation of any Environmental Law or any Environmental Permit
                  or that it is responsible (or potentially responsible) for the
                  clean-up of any Hazardous  Substances at, on or beneath any of
                  the RPI Assets (whether  currently  owned,  leased,  occupied,
                  managed,  controlled or licensed, or owned, leased,  occupied,
                  managed,  controlled or licensed at any time prior to the date
                  of this Agreement),  or at, on or beneath any other land or in
                  connection  with any waste or  contamination  migrating  to or
                  from any of the RPI Assets.

         (h)      Neither the Vendor nor RPI is the subject of federal,  oblast,
                  respublika,   avtonomnyy,   okrug,  kray,  gorod,  avtonomnaya
                  oblast',  regional  or private  Action  involving a demand for
                  damages  or  other   potential   Liability   with  respect  to
                  violations of Environmental Laws or Environmental Permits.

         (i)      Neither the Vendor nor RPI has buried,  dumped,  disposed  of,
                  spilled  or  released  any  Hazardous   Substances  within  or
                  adjacent to the License Area or any other area.


<PAGE>
                                     - 26 -


         (j)      To the knowledge of the Vendor,  no  by-products  which may be
                  Hazardous Substances are currently stored or otherwise located
                  on  any  of the  RPI  Assets  in a  manner  prohibited  by any
                  Environmental Laws.

         (k)      No Hazardous  Substances  are  migrating to or from any of the
                  RPI Assets.

         (l)      All  of  the  real  property  which  RPI  has  owned,  leased,
                  occupied, managed controlled or licensed at any time is listed
                  on Schedule 4.38(l).

         (m)      There  are  no  material  reports  or  documents  relating  to
                  environmental  matters  affecting  the RPI  Assets,  including
                  without   limitation   environmental   audits,    evaluations,
                  assessments,  studies  or  tests,  which  have not  been  made
                  available   to   the   Purchaser    whether   by   reason   of
                  confidentiality restrictions or otherwise.

4.39.    UNDISCLOSED INFORMATION

         The Vendor  has no  information  relating  to the  Company,  RPI or the
         Business  which is not generally  known or which has not been disclosed
         to the Purchaser.

4.40.    COPIES OF DOCUMENTS

         True,   correct  and  complete   copies  of  all  leases,   agreements,
         instruments,  Material Contracts, Licenses, permits, authorizations and
         other  documents  listed on the  Schedules  have been  delivered to the
         Purchaser.

4.41.    OTHER REPRESENTATIONS

         All  statements  contained  in  any  certificate  or  other  instrument
         delivered by or on behalf of the Vendor  pursuant to this  Agreement or
         in connection  with the  transactions  contemplated  by this  Agreement
         shall be deemed to be  representations  and  warranties  by the  Vendor
         under this Agreement.

5.       RELIANCE BY PURCHASER

         The Vendor  acknowledges  and  agrees  that each of the  Purchaser  and
         Magellan is relying on the representations,  warranties,  covenants and
         obligations of the Vendor  contained in this Agreement  notwithstanding
         any independent searches or investigations that may be undertaken by or
         on behalf of the  Purchaser  and that,  except where the  Purchaser has
         actual  knowledge  of  such  information  as at the  Closing  Time,  no
         information, which should be known, or which may after the Closing Time
         become  known  to the  Purchaser,  its  employees,  representatives  or
         agents,  will  prejudice,  limit,  extinguish  or otherwise  affect the
         respective  rights of the  Purchaser  and Magellan  with respect to any
         misrepresentation or breach of any representation,  warranty,  covenant
         or obligation of the Vendor.


<PAGE>
                                     - 27 -


6.       COVENANTS OF THE VENDOR

6.1.     CONDUCT OF BUSINESS PRIOR TO CLOSING

         Except as otherwise contemplated or permitted by this Agreement, during
         the period from the date of this  Agreement  to the Closing  Time,  the
         Vendor shall or shall cause the Company and RPI to:

         (a)      conduct  both  the  Company's  and  RPI's  businesses  in  the
                  ordinary and usual course  consistent  with past  practice and
                  not, without the prior written consent of the Purchaser, enter
                  into any transaction which would constitute a breach of any of
                  the Vendor's representations,  warranties or obligations under
                  in this Agreement;

         (b)      continue  in force  and at the same  level  of  coverage,  all
                  existing  policies of insurance  presently  maintained  by the
                  Company and RPI;

         (c)      not, without the prior written consent of the Purchaser, enter
                  into any  transaction or engage in any act which would have an
                  adverse effect on the Business;

         (d)      comply  in all  material  respects  with all  Applicable  Laws
                  affecting  the  operation  of both  the  Company's  and  RPI's
                  businesses and pay all required Taxes;

         (e)      pay and discharge all  liabilities  or obligations of both the
                  Company and RPI in the  ordinary  and usual course of business
                  consistent with past practice,  except for such liabilities or
                  obligations  as may be contested by the Company or RPI in good
                  faith;

         (f)      not take any  action  or omit to take any  action  that  would
                  result  in a breach of or render  untrue  any  representation,
                  warranty,  or other  obligation of any of the Vendor contained
                  in  this  Agreement  or  result  in any of the  conditions  in
                  Article 12 or 13 not being satisfied;

         (g)      provide  the  Purchaser  with  all   co-operation  or  support
                  reasonably  required to allow the  Purchaser to obtain,  at or
                  before the Closing Date, from the  Governmental  Authority any
                  Permits  required to permit the completion of the transactions
                  contemplated by this Agreement;

         (h)      preserve  intact the Business and the Assets,  operations  and
                  affairs of both the Company and RPI and carry on the  business
                  and the  affairs  of both  the  Company  and RPI as  currently
                  conducted,  and promote and  preserve  for the  Purchaser  the
                  goodwill of Persons having business relations with the Company
                  and/or RPI;

         (i)      take all necessary  actions,  steps and  proceedings  that are
                  necessary or desirable to approve or authorize,  or to validly
                  and effectively undertake,  the execution and delivery of this
                  Agreement and the completion of the transactions  contemplated
                  by this Agreement; and

         (j)      comply with the provisions of Article 10.


<PAGE>
                                     - 28 -




6.2.     EXECUTION OF DOCUMENTS

         At or prior to the Closing  Time,  the Vendor shall execute and deliver
         all of the  documents  that it must  deliver  in order to  satisfy  the
         conditions set out in Article 12.

6.3.     REGISTRATION OF DOCUMENTS

         Without limiting its obligations  under Section 18.10, the Vendor shall
         do all such things as are  required  and  customary  to  register  such
         documentation  as  may  be  required  to  effect  the  transfer  of the
         Purchased Shares to the Purchaser.

6.4.     POST-CLOSING COVENANT

         The Vendor hereby covenants and agrees that,  subsequent to the Closing
         Time,  the Vendor will,  at the request of the  Purchaser,  execute and
         deliver such additional conveyances,  transfers and other assurances as
         may be required, in the opinion of the Purchaser's  Solicitors,  acting
         reasonably,  to  carry  out the  transactions  contemplated  by of this
         Agreement and to transfer the Purchased Shares to the Purchaser.

7.       REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser  hereby  represents and warrants to and in favour of the Vendor as
follows, as of the date of this Agreement and as of the Closing Time, and hereby
acknowledges and confirms that the Vendor is relying on such representations and
warranties in connection with the transactions contemplated by this Agreement:

7.1.     AUTHORITY AND AUTHORIZATION

         The Purchaser has due and sufficient  right and authority to enter into
         this  Agreement  and to  transfer  the legal and  beneficial  title and
         ownership of the  Centraisa  Shares to the Vendor.  The  execution  and
         delivery  of this  Agreement  and the  completion  of the  transactions
         contemplated  by  this  Agreement  have  been  duly  authorized  by all
         necessary corporate action on the part of the Purchaser.

7.2.     VALIDITY AND ENFORCEABILITY

         This  Agreement  has been  authorized,  executed  and  delivered by the
         Purchaser and constitutes a valid and legally binding obligation of the
         Purchaser  enforceable  against the  Purchaser in  accordance  with the
         terms thereof and upon being  executed and  delivered  the  Transaction
         Documents will constitute valid and legally binding  obligations of the
         Purchaser  enforceable  against the  Purchaser in  accordance  with the
         terms  thereof,  except  as  enforcement  thereof  may  be  limited  by
         bankruptcy,  insolvency,  reorganization,  moratorium  and  other  laws
         relating to or affecting  the rights of creditors  generally and except
         as limited by the  application of equitable  principles  when equitable
         remedies  are  sought,  and by  the  fact  that  rights  to  indemnity,
         contribution and waiver, and the ability to sever unenforceable  terms,
         may be limited by Applicable Laws.


<PAGE>
                                     - 29 -



7.3.     ORGANIZATION, QUALIFICATION AND GOOD STANDING

         The  Purchaser  is  duly  incorporated  and  qualified,   licensed  and
         registered,  validly  existing,  and in  good  standing,  and  has  all
         necessary  corporate  power,  authority and capacity to own and operate
         its assets and to carry on its business as presently conducted. Neither
         the  nature  of the  business  of the  Purchaser  nor the  location  or
         character  of the assets  owned by it requires  that the  Purchaser  be
         registered  or  otherwise  qualified  or to be in good  standing in any
         other  jurisdiction  other than in Canada.  The  Purchaser has made all
         necessary filings, under all applicable corporate, securities, taxation
         and other Applicable Laws to which it is subject.

7.4.     PREVIOUS NAMES OR SUBSIDIARIES

         There are no  corporate  predecessors  of the  Purchaser,  no  previous
         corporate names of the Purchaser and Schedule 7.4 sets forth a true and
         complete list with accurate  description of all subsidiaries  where the
         Purchaser holds or has ever held any participation.

7.5.     AUTHORIZED AND ISSUED CAPITAL

         The authorized capital of the Purchaser consists of an unlimited number
         of common shares of which  25,769,230  shares have been validly  issued
         and are outstanding as fully paid and  non-assessable  shares as of May
         7, 2007. The Centrasia  Shares will constitute  approximately  24.5% of
         the issued and  outstanding  shares in the capital of the  Purchaser on
         the  Closing  Date.  The  Centrasia  Shares  are  not  subject  to  any
         pre-emptive  rights  and there are no  shareholder  agreements,  voting
         trust  agreements  or other  Contracts  restricting  voting or dividend
         rights  or  transferability  with  respect  to such  shares  except  as
         restrictions specified in Section 2.7.

7.6.     TITLE TO THE CENTRASIA SHARES

         The Centrasia  Shares to be delivered to the Vendor are not  encumbered
         either with a mortgage,  pledge,  charge,  lien, option, right of first
         refusal, right of pre-emption,  claims or any other rights of the third
         parties of any kind or any other  encumbrance  or security  interest in
         favour  of any  third  party of any kind  having  similar  effect.  The
         Centrasia  Shares shall be issued with all  ancillary and voting rights
         relating to them.

7.7.     CORPORATE RECORDS

         The Corporate Records of the Purchaser are complete and accurate in all
         material  respects and all corporate  proceedings and actions reflected
         in such  Corporate  Records have been  conducted or taken in compliance
         with all Applicable Laws in all material respects and with the articles
         and by-laws of the Purchaser,  as the case may be. The Purchaser is not
         a party to or subject to any unanimous shareholders agreement.

7.8.     NO VIOLATION

         The execution, delivery performance of this Agreement by the Purchaser,
         and the consummation by the Purchaser of the transactions  contemplated
         hereby or thereby, do not:


<PAGE>
                                     - 30 -


         (a)      contravene or conflict with any of the Purchaser's  constating
                  documents;

         (b)      constitute  or result in a violation  by the  Purchaser of any
                  provision of any Applicable Law; or

         (c)      result in the imposition of any Encumbrance upon the Centrasia
                  Shares.

7.9.     NO CONTRACTUAL CONSENTS REQUIRED

         There is no requirement  under any Material Contract on the part of the
         Purchaser  to give any notice to, or to obtain the  consent or approval
         of,  any  party to such  Material  Contract  relating  to  transactions
         contemplated by this Agreement.

7.10.    BOOKS AND RECORDS

         The Books and Records of the  Purchaser  have been fully,  properly and
         accurately  kept  and  completed  in  all  material  respects  and  all
         transactions have been accurately recorded in such Books and Records.

7.11.    BANKRUPTCY, ETC.

         No  bankruptcy,   insolvency  or  receivership  proceedings  have  been
         instituted  or are pending  against the  Purchaser and the Purchaser is
         able to satisfy its liabilities as they become due.

7.12.    OTHER REPRESENTATIONS

         All  statements  contained  in  any  certificate  or  other  instrument
         delivered by or on behalf of the Purchaser  pursuant to this  Agreement
         or in connection with the  transactions  contemplated by this Agreement
         shall be deemed to be  representations  and warranties by the Purchaser
         under this Agreement.

7.13.    UNDISCLOSED INFORMATION

         The  Purchaser  has no  information  relating to the  Purchaser and its
         assets  and  business  which has not been  disclosed  to the  Vendor or
         otherwise is available on the public record on www.sedar.com.

8.       RELIANCE BY VENDOR

         The Purchaser acknowledges and agrees that the Vencor is relying on the
         representations, warranties, covenants and obligations of the Purchaser
         contained in this Agreement notwithstanding any independent searches or
         investigations that may be undertaken by or on behalf of the Vencor and
         that,  except where the Vendor has actual knowledge of such information
         as at the Closing Time, no information, which should be known, or which
         may after the Closing Time become known to the Vendor,  its  employees,
         representatives  or  agents,  will  prejudice,   limit,  extinguish  or
         otherwise  affect the  respective  rights of the Vendor with respect to
         any  misrepresentation  or  breach  of  any  representation,  warranty,
         covenant or obligation of the Purchaser.


<PAGE>
                                     - 31 -


9.       COVENANTS OF THE PURCHASER

9.1.     EXECUTION OF DOCUMENTS

         At or prior to the  Closing  Time,  the  Purchaser  shall  execute  and
         deliver all of the  documents  that it must deliver in order to satisfy
         the conditions set out in Article 13.

9.2.     REGISTRATION OF DOCUMENTS

         Without  limiting its  obligations  under Section 18.10,  the Purchaser
         shall do all such things as are required and customary to register such
         documentation  as  may  be  required  to  effect  the  transfer  of the
         Purchased Shares to the Purchaser.

9.3.     PAYMENT OF THE PURCHASE PRICE

         At and after  Closing,  subject to the  provisions of Section 10.1, the
         Purchaser shall pay to the Vendor the portions of the Purchase Price as
         they become due in accordance with the schedule set out in Section 2.2.

9.4.     VENDOR'S RIGHT TO APPOINT A DIRECTOR

         The Purchaser covenants and agree that:

         (a)      on the  Closing  Date  (or on any  date  thereafter  and on or
                  before that date which is three years from the Closing  Date),
                  the Vendor shall have the right to appoint a representative of
                  the Vendor to the Board of Directors of the Purchaser; and

         (b)      if such  appointment  is to be made on the Closing Date,  that
                  person  shall be  granted  a stock  option to  purchase  up to
                  500,000  shares of the Purchaser at the price of the financing
                  referenced  in Section  12.11 below for a period of five years
                  from the Closing Date.

10.      AGENCY SERVICES

10.1.    DIRECTION TO PAY COMMISSION.

         If this Agreement is not terminated  pursuant to Article 16 and subject
         to any equities between the Vendor and the Purchaser,  for the services
         to the Vendor in connection with the arranging of the Sales Transaction
         and the  execution  of this  Agreement  and the proper  transfer of the
         Purchased Shares and title thereto to the Purchaser, the Vendor directs
         the Purchaser to pay or issue to the Agent as the case may be an agency
         fee of 3% of and from the following:

         (a)      the payment referred to in Section 2.2(a);

         (b)      the 3,125,000  Centrasia  Shares to be delivered to the Escrow
                  Bank  pursuant  to Section  2.2(b) in escrow to be released on
                  completion of the Closing;


<PAGE>
                                     - 32 -


         (c)      the balance of the  Centrasia  Shares to be  delivered  to the
                  Escrow Bank pursuant to Section 2.2(b) in escrow,  to be dealt
                  with in accordance  with the terms of the Escrow  Agreement as
                  provided in Section 2.5; and

         (d)      the payment made pursuant to Section  2.2(c),  as the same may
                  be adjusted pursuant to Section 2.4 or Section 2.5; and

         (e)      the payment made pursuant to Section  2.2(d),  as the same may
                  be adjusted pursuant to Section 2.4 or Section 2.5.

10.2.    NO OTHER FEES

         Subject to the foregoing,  each of the Parties  acknowledges and agrees
         that it is not  aware of any  current  or  possible  future  claim  for
         brokerage,  agency,  finder's fee or commission in connection  with the
         transactions  contemplated by this Agreement and that if any such claim
         should arise through, or under, or by virtue of any action taken by any
         Party,  such Party  shall  indemnify  and hold  harmless  the others in
         respect thereof.

11.      DUE DILIGENCE AND DISCLOSURE ISSUES

11.1.    ACCESS FOR INVESTIGATION

         Between  the date of this  Agreement  and the  Closing  Date the Vendor
         shall:

         (a)      permit,  and shall  cause the  Company  and RPI to permit  the
                  Purchaser  and its  directors,  officers,  employees,  agents,
                  advisors  and other  representatives,  to have  access  during
                  normal  business hours to inspect,  investigate  and report on
                  the RPI Assets and all the books, accounts, records, technical
                  reports,  governmental  filings  and other data of the Company
                  and RPI (including  all corporate,  accounting and Tax records
                  and any electronic or computer accessed data);

         (b)      cause the Company and RPI to  furnish,  and require  that both
                  the  Company's and RPI's  principal  bankers,  appraisers  and
                  independent  auditors  and  other  advisors  furnish,  to  the
                  Purchaser   such   financial  and  operating  data  and  other
                  information  with respect to the Business,  the subsoil within
                  the Licence Area and the Assets of both the Company and RPI as
                  the Purchaser  shall from time to time  reasonably  request to
                  allow confirmation of the matters warranted in Article 4; and

         (c)      assist  the  Purchaser  and its  accountants  to  prepare  the
                  Audited Financial Statements.

11.2.    CONFIDENTIALITY

         The Purchaser shall hold and shall ensure that its directors, officers,
         employees,   agents,   advisors  and  other  representatives  hold  the
         information  received in relation to any  inspections  conducted  under
         Section 11.1 above in confidence,  subject to the right of any Party to
         release any  information  as required by Applicable  Law and subject to
         the availability of such information through other public sources.


<PAGE>
                                     - 33 -



11.3.    NEWS RELEASES AND DISCLOSURE

         No news release,  public notice or other publicity  concerning the Sale
         Transaction  will be made  without  the prior  approval  of all Parties
         hereto,  such  approval  not to be  unreasonably  withheld  or delayed.
         Notwithstanding the foregoing:

         (a)      if  any  disclosure  or   announcement   is  required  by  law
                  concerning the Sale  Transaction,  the party or Parties making
                  such  disclosure  may do so without the prior  approval of all
                  Parties  hereto,  so long  as they  consult  with  such  other
                  Parties as to the wording of such  disclosure or  announcement
                  prior to releasing it; and

         (b)      the Purchaser will be entitled,  without the prior approval of
                  any other party hereto, to disclose a brief description of the
                  acquisition and a general  description of the Sale Transaction
                  for publication in public disclosure documents;  provided that
                  the  approval  of the other  Parties,  not to be  unreasonably
                  withheld  or delayed,  shall be  required if such  description
                  includes any  information  not previously  made or released to
                  the public.

11.4.    DISCLOSURE ACKNOWLEDGEMENTS

         The Vendor acknowledges that in accordance with the requirements of the
         TSX Venture  Exchange (on which the shares of the  Purchaser are listed
         for  trading)  and  of  the  relevant  Canadian  securities  regulatory
         authorities:

         (a)      a shareholder  of the Vendor may have to provide the Purchaser
                  with a  personal  information  form  (in  Form  2A of the  TSX
                  Venture Exchange);

         (b)      the  Vendor  will  become  an  "insider"  (as  defined  in the
                  policies of the TSX Venture Exchange and by relevant  Canadian
                  securities  laws) of the  Purchaser at Closing by virtue of it
                  owning  more than 10% of the issued  shares of the  Purchaser,
                  and it will be  required to file  insider  reports and it will
                  have to issue an "early  warning"  news release in  accordance
                  with the relevant Canadian securities laws.

12.      PURCHASER'S CONDITIONS OF CLOSING

The  obligation of the Purchaser to complete the  transactions  contemplated  by
this  Agreement  is subject  to the  following  conditions  to be  fulfilled  or
performed prior to Closing,  which  conditions are for the exclusive  benefit of
the  Purchaser  and may be waived,  in whole or in part, by the Purchaser in its
sole discretion:

12.1.    TRUTH AND ACCURACY OF REPRESENTATIONS OF THE VENDOR AT CLOSING

         The  representations  and  warranties  of the Vendor  made in Article 4
         shall be true and correct at the  Closing  Time with the same force and
         effect as if made at and as of the Closing Time and the Purchaser shall
         have  received  from the Vendor a  certificate  executed  by the Vendor
         certifying the  representations  and warranties of the Vendor set forth
         in Article 4 are true and correct as at the Closing Date.


<PAGE>
                                     - 34 -


12.2.    PERFORMANCE OF OBLIGATIONS

         The  Vendor  shall  have  performed  and  complied  with all of its the
         obligations under this Agreement.

12.3.    ABSENCE OF INJUNCTIONS

         No statute,  rule,  regulation,  Order,  temporary  restraining  order,
         preliminary  or permanent  injunction or other order  enacted,  entered
         promulgated,  enforced or issued by any Governmental Authority or other
         legal restraint preventing or prohibiting the transactions contemplated
         by this  Agreement  shall be in effect  and no Action  shall  have been
         instituted or be pending before any Governmental  Authority to restrain
         or prohibit the transactions contemplated by this Agreement.

12.4.    ABSENCE OF CHANGE OF CONDITIONS

         No event  shall have  occurred or  condition  or  situation  shall have
         arisen  or  Applicable  Law  shall  have  been  introduced  that  could
         reasonably  be  expected  to have a Material  Adverse  Effect  upon the
         financial condition, results of operations or business prospects of the
         Company or RPI.

12.5.    CLOSING DOCUMENTATION

         The  Purchaser   shall  have  received  from  the  Vendor  and,   where
         applicable,   the   Company   and/or   RPI,   the   following   closing
         documentation:

         (a)      a  certificate   of  incumbency  of  the  Vendor  showing  the
                  authorized signatories of the Vendor and their signatures;

         (b)      a certified copy of the appropriate register of members of RPI
                  showing the Company as the registered owner of the RPI Shares;

         (c)      share certificate(s)  representing the Purchased Shares issued
                  in the name of the Vendor,  duly  endorsed for transfer to the
                  Purchaser;

         (d)      a  certified  copy  of  resolutions  of the  directors  of the
                  Company  authorizing  the transfer of the Purchased  Shares to
                  the Purchaser, the registration of the Purchased Shares in the
                  name  of  the  Purchaser,  the  issue  of  share  certificates
                  representing  the Purchased  Shares  registered in the name of
                  the  Purchaser  and  effecting  the  necessary  changes in the
                  directors and officers of the Company;

         (e)      a certified copy of resolutions of the holder of the shares of
                  the Company authorizing the transactions  contemplated by this
                  Agreement  and the  transfer  of the  Purchased  Shares to the
                  Purchaser;

         (f)      share  certificates for the Purchased Shares registered in the
                  name of the Purchaser,  signed by the appropriate  director(s)
                  and/or  officer(s)  of the  Company  or by the  Department  of
                  Registrar of  Companies of Ministry of Commerce,  Industry and
                  Tourism of Cyprus as appropriate under the laws of Cyprus;


<PAGE>
                                     - 35 -



         (g)      a certified copy of certificate  of  shareholders  showing the
                  Purchaser as the  registered  owner of the  Purchased  Shares,
                  issued by the Department of Registrar of Companies of Ministry
                  of Commerce, Industry and Tourism of Cyprus;

         (h)      duly signed resignations of each of the directors and officers
                  of the Company designated by the Purchaser;

         (i)      all other necessary consents,  waivers,  including consents to
                  change of  control  or  waivers  of  pre-emptive  rights,  and
                  authorizations   required  to  enable  the   transfer  of  the
                  Purchased Shares to the Purchaser pursuant to this Agreement;

         (j)      all such instruments of transfer,  duly executed,  that in the
                  opinion of the Purchaser,  acting reasonably, are necessary to
                  effect and evidence the  transfer of the  Purchased  Shares to
                  the Purchaser free and clear of all Encumbrances;

         (k)      the corporate minutes books and all other Books and Records of
                  both the Company and RPI, accurate and current in all material
                  respects;

         (l)      the corporate seal of both the Company and RPI, if any;

         (m)      the certificate of the Vendor referred to in Section 12.1;

         (n)      written  resignations  of all  directors  and  officers of the
                  Company and RPI as determined by the Purchaser,  together with
                  an executed  general  mutual release from each of them in form
                  and   substance   satisfactory   to  the   Purchaser,   acting
                  reasonably;

         (o)      if  the  Audited   Financial   Statements  are  available,   a
                  certificate executed by the Vendor certifying that the Audited
                  Financial   Statements   were  prepared  in  accordance   with
                  International    Financial   Reporting   Standards   and   are
                  substantially  correct in every  particular and present fairly
                  and accurately the assets, liabilities and financial condition
                  and position of the Company and RPI on a consolidated basis as
                  at the date thereof and such consolidated financial statements
                  contain no direct or  implied  statement  of a  material  fact
                  which is  untrue  on the date of such  consolidated  financial
                  statements and do not omit to state any material fact which is
                  required by International  Financial Reporting Standards or by
                  Applicable  Law to be stated or reflected  therein or which is
                  necessary  to  make  the  statements   contained  therein  not
                  misleading;

         (p)      such other  documents as the Purchaser may reasonably  require
                  to complete the purchase and sale of the Purchased Shares;

         (q)      the Shareholder Guarantee;

         (r)      the Shareholders' Agreement; and

         (s)      the Escrow Agreement.


<PAGE>
                                     - 36 -



12.6.    LEGAL OPINION

         The Purchaser  shall have received an opinion  satisfactory  to it from
         the Vendor's Solicitors addressed to it and to Magellan as to:

         (a)      the validity of the  incorporation  of the  Company,  the good
                  standing of the  Company,  the  validity of the issue and full
                  payment of the Purchased Shares;

         (b)      the validity of the incorporation of RPI, the good standing of
                  RPI,  the  validity  of the issue and full  payment of the RPI
                  Shares;

         (c)      the  due   authorization,   execution  and  delivery  of  this
                  Agreement  by the  Vendor  and  that it is  legal,  valid  and
                  binding and enforceable against the Vendor;

         (d)      the  due   authorization,   execution   and  delivery  of  the
                  Shareholder  Guarantee and that it is legal, valid and binding
                  and enforceable against the signatories to it;

         (e)      the  due   authorization,   execution   and  delivery  of  the
                  Shareholder's  Agreement  and  that  it is  legal,  valid  and
                  binding and enforceable against the signatories to it;

         (f)      the due  authorization,  execution  and delivery of the Escrow
                  Agreement  and  that  it  is  legal,  valid  and  binding  and
                  enforceable against the Vendor; and

         (g)      a title opinion on the Licences in the form  acceptable to the
                  Purchaser's  local Russian  legal counsel and the  Purchaser's
                  Solicitors.

12.7.    GOOD TITLE TO PURCHASED SHARES

         The  Purchaser  shall have  received  all  documents  required  for the
         Purchaser  to  have  acquired  from  the  Vendor,  valid  title  to the
         Purchased Shares free and clear of all  Encumbrances,  all of which the
         Purchaser covenants to deliver.

12.8.    NO ACTION

         No Action shall have been  commenced  or continued in any  jurisdiction
         and there shall be no other claims,  in any case that in the reasonable
         opinion of the  Purchaser  have a reasonable  possibility  of adversely
         affecting  the title of the  Purchaser to the  Purchased  Shares or the
         carrying on of the management of the Company and/or RPI or the Business
         in the ordinary course after Closing.

12.9.    NO DEFAULT

         The Purchaser shall be satisfied, acting reasonably, that the execution
         and delivery of this Agreement and the  completion of the  transactions
         contemplated by this Agreement shall not constitute  defaults under any
         Material Contracts or any of the Licences.


<PAGE>
                                     - 37 -


12.10.   NI 43-101 REPORT

         The  Purchaser  shall  have  received  in  respect  of the  Licences  a
         technical  report  under  National   Instrument   43-101  Standards  of
         Disclosure for Mineral  Projects  signed in accordance with Section 6.2
         thereof.

12.11.   FINANCING

         The Purchaser shall have received financing commitments satisfactory to
         it to assure its ability to put the  Purchaser in  sufficient  funds to
         make the payments  required by this  Agreement and to provide the funds
         to carry out the necessary work programs within the Licence Area.

12.12.   CONSENTS, AUTHORIZATIONS AND REGULATORY APPROVAL

         All  consents,  approvals,  orders and  authorizations  of any  Persons
         required in connection  with the completion of any of the  transactions
         contemplated  by  this  Agreement  shall  have  been  obtained  by  the
         Purchaser including, without limitation:

         (a)      approval of the Sale  Transaction  and the other  transactions
                  contemplated  hereunder  by  the  Board  of  Directors  of the
                  Purchaser;

         (b)      approval of the Sale  Transaction  and the other  transactions
                  contemplated  hereunder  by the  holders of a majority  of the
                  issued common shares of the Purchaser; and

         (c)      the  Purchaser  shall  have  obtained  from  the  TSX  Venture
                  Exchange (i) approval for the issuance of the Centrasia Shares
                  pursuant to this Agreement,  and (ii) acceptance for filing of
                  this  Agreement  and of  the  completion  of the  transactions
                  contemplated hereunder, if required.

All of the foregoing  conditions are declared to be for the exclusive benefit of
the  Purchaser and may be waived by the Purchaser in writing in whole or in part
on or before the Closing Date.  Notwithstanding  any such waiver, the completion
of  transactions  contemplated  by this  Agreement  by the  Purchaser  shall not
prejudice  or  affect  in any way  the  rights  of the  Purchaser  and  Magellan
respectively in respect of the  representations  and warranties of the Vendor in
this Agreement.

13.      VENDOR'S CONDITIONS OF CLOSING

The obligation of the Vendor to complete the  transactions  contemplated by this
Agreement is subject to the  following  conditions  to be fulfilled or performed
prior to Closing,  which conditions are for the exclusive  benefit of the Vendor
and may be waived, in whole or in part, by the Vendor in its sole discretion:

13.1.    TRUTH AND ACCURACY OF REPRESENTATIONS OF THE PURCHASER AT CLOSING

         The  representations  and warranties of the Purchaser made in Article 8
         shall be true and correct at Closing and with the same force and effect
         as if made at and as of Closing and

<PAGE>
                                     - 38 -


         the  Vendor  shall  have  received  from the  Purchaser  a  certificate
         executed  by the  Purchaser  certifying  that the  representations  and
         warranties of the Purchaser set forth in Article 8 are true and correct
         as at the Closing Date.

13.2.    PERFORMANCE OF OBLIGATIONS

         The  Purchaser  shall have  fulfilled  or complied  with all  covenants
         contained in this  Agreement to be fulfilled or complied  with by it at
         or prior to the Closing.

13.3.    ABSENCE OF INJUNCTIONS

         No statute,  rule,  regulation,  Order,  temporary  restraining  order,
         preliminary  or permanent  injunction or other order  enacted,  entered
         promulgated,  enforced or issued by any Governmental Authority or other
         legal restraint preventing or prohibiting the transactions contemplated
         by this  Agreement  shall be in effect  and no Action  shall  have been
         instituted or be pending before any Governmental  Authority to restrain
         or prohibit the transactions contemplated by this Agreement.

13.4.    PURCHASE PRICE

         The $6,000,000  referred to in Section 2.2(a) shall have been delivered
         as therein  provided and the Centrasia Shares shall have been issued to
         the Vendor as provided for in Section 2.2(b).

All of the foregoing  conditions are declared to be for the exclusive benefit of
the  Vendor and may be waived by the Vendor in writing in whole or in part on or
before the Closing Date.  Notwithstanding any such waiver, the completion of the
transactions contemplated by this Agreement by the Vendor shall not prejudice or
affect in any way the rights of the Vendor in respect of the representations and
warranties of the Purchaser in this Agreement.

14.      SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

14.1.    SURVIVAL OF REPRESENTATIONS AND WARRANTIES

         The  representations  and  warranties   contained  in  this  Agreement,
         including any  Schedule,  in any documents to be executed and delivered
         pursuant to this Agreement and in any documents  executed and delivered
         in connection with the completion of the  transactions  contemplated in
         this   Agreement   shall  survive  the  Closing  of  the   transactions
         contemplated  in  this  Agreement,  notwithstanding  such  Closing  and
         notwithstanding  any investigations made by or on behalf of the Parties
         hereto or the waiver of any condition precedent by the Purchaser or the
         Vendor, as the case may be, and shall continue in full force and effect
         from the  Closing  Date,  for a period  of (and  claims  based  upon or
         arising out of such  representations  and warranties may be asserted at
         any time  before the date  which  shall be) five  years  following  the
         Closing Date, except with respect to:

         (a)      the  representations and warranties of the Vendor with respect
                  to Tax  Liability or other Tax matters,  set out under Section
                  4.31,  which shall  survive  until  thirty (30) days after the
                  expiration of the applicable  statutory  limitation period for
                  asserting


<PAGE>
                                     - 39 -


                  claims,  liabilities or obligations against the Company and/or
                  RPI, as the case may be, in respect of the  subject  matter of
                  such representations and warranties;

         (b)      the representations  and warranties  contained in Sections 4.1
                  (Authority    and    Authorization),    4.2    (Validity   and
                  Enforceability),  4.3  (Organization,  Qualification  and Good
                  Standing),  4.5 (Authorized and Issued Capital), 4.6 (Title to
                  the Purchased  Shares and the RPI Shares),  4.23 (Title to the
                  Assets),   4.35  (Employee  Plans)  and  4.38   (Environmental
                  Matters)  which shall  survive  the  Closing  and  continue in
                  effect indefinitely;

         (c)      a  claim  for  breach  of  any  of  the   representations  and
                  warranties  by the  Vendor in or  pursuant  to this  Agreement
                  involving fraud or fraudulent misrepresentation on the part of
                  the  Vendor  may be  made  against  the  Vendor  at  any  time
                  following  the  Closing  Date,   subject  only  to  applicable
                  limitation periods imposed by law.

         The Parties  hereby  acknowledge  that if notice  regarding  any matter
         contemplated in this Section 14.1 is given by any Party, acting in good
         faith,  to the other Parties within the relevant time period  specified
         in this  Section  14.1 and if before  such  matter has been fully dealt
         with pursuant to this  Agreement the relevant time period would expire,
         the time  period  in  question  shall be deemed  to be  extended  (with
         respect to such  matter  only)  until such  matter has been fully dealt
         with pursuant to this Agreement.

14.2.    SURVIVAL OF COVENANTS

         The covenants and agreements contained in this Agreement, including any
         Schedule,  in any  documents to be executed and  delivered  pursuant to
         this  Agreement and any documents  executed and delivered in connection
         with the completion of the  transaction  contemplated in this Agreement
         shall  survive the Closing and,  notwithstanding  such  Closing,  shall
         continue in full force and effect  following  the Closing  Date for the
         benefit of the other  Party(s) in  accordance  with the terms  thereof,
         indefinitely.

15.      INDEMNITIES

15.1.    VENDOR'S INDEMNITY

         The Vendor  agrees to indemnify  and save  harmless the  Purchaser  and
         Magellan  from  all  claims,  demands,  proceedings,  losses,  damages,
         liabilities,  deficiencies,  costs  and  expenses  (including,  without
         limitation,  all  reasonable  legal  and  other  professional  fees and
         disbursements,  interest,  penalties  and amounts  paid in  settlement)
         (collectively  "LOSSES")  suffered  or  incurred  by the  Purchaser  or
         Magellan as a result of or arising  directly or indirectly out of or in
         connection  with  any  breach  by the  Vendor  of  any  representation,
         warranty,  obligation  or  covenant  of the  Vendor  contained  in this
         Agreement.

15.2.    PURCHASER'S INDEMNITY

         The Purchaser agrees to indemnify and save harmless the Vendor from all
         Losses (as defined in Section 15.1)  suffered or incurred by the Vendor
         as a  result  of  or  arising  directly  or  indirectly  out  of  or in
         connection  with any  breach by the  Purchaser  of any

<PAGE>
                                     - 40 -


         representation,  warranty,  obligation  or  covenant  of the  Purchaser
         contained in this Agreement.

15.3.    CLAIMS

         In the event that the  Purchaser  and/or  Magellan  or the Vendor  (the
         "CLAIMING PARTY") shall become aware of any claim,  proceeding or other
         matter  (a   "CLAIM")   in  respect  of  which  the  other  Party  (the
         "INDEMNIFYING  PARTY")  agreed to indemnify the Claiming Party pursuant
         to this Agreement, the Claiming Party shall give written notice thereof
         to the  Indemnifying  Party which notice shall specify,  if known,  the
         amount of the  Claim.  If the Claim  arises as a result of a claim by a
         person  against the Claiming  Party,  the Claiming Party shall have the
         right, at the expense of the  Indemnifying  Party, to contest,  defend,
         settle  or pay the  amount  claimed  and to  retain  counsel  and other
         experts or advisers selected by the Claiming Party in its discretion in
         connection therewith.  The Indemnifying Party shall pay to the Claiming
         Party all amounts for which the  Indemnifying  Party is liable pursuant
         to this Section within 30 days after the Claiming Party incurs the Loss
         in respect of which such Liability arises.

15.4.    VENDOR'S CERTIFICATE

         Notwithstanding  anything  contained  in  this  Agreement,  each of the
         Purchaser and Magellan  shall be entitled to fully pursue all rights or
         remedies  available  to it in law or in equity if either or both of the
         Vendor's  Certificates  are  untrue,  and  nothing  contained  in  this
         Agreement  shall  limit or  restrict  the  claims  or  remedies  of the
         Purchaser  against the persons  declaring such  certificates,  it being
         acknowledged  by the Parties that the Purchaser  and Magellan  shall be
         relying on the truth of the Vendor's  Certificates  in  completing  the
         transactions contemplated by this Agreement.

16.      TERMINATION

16.1.    TERMINATION

         (a)      If any  condition  contained in Article 12 is not satisfied at
                  or  before  the  Closing  Date  to  the  satisfaction  of  the
                  Purchaser acting reasonably,  then the Purchaser may by notice
                  to the Vendor  terminate this Agreement and the obligations of
                  the Parties  hereunder  (except as otherwise  herein provided)
                  but  without  detracting  from  the  rights  of the  Purchaser
                  arising  from any  breach  by the  Vendor  but for  which  the
                  condition would have been satisfied.

         (b)      If any  condition  contained in Article 13 is not satisfied at
                  or before the Closing Date to the  satisfaction  of the Vendor
                  acting  reasonably,  then  the  Vendor  may by  notice  to the
                  Purchaser  terminate this Agreement and the obligations of the
                  Parties  hereunder  (except as otherwise  herein provided) but
                  without  detracting from the rights of the Vendor arising from
                  any breach by the Purchaser but for which the condition  would
                  have been satisfied.

         (c)      This Agreement may be terminated:

                  (i)      by  the  mutual  agreement  of  the  Vendor  and  the
                           Purchaser; or


<PAGE>
                                     - 41 -


                  (ii)     by the Vendor by notice to the Purchaser in the event
                           the Purchaser, in breach of this Agreement,  fails to
                           make the  payment  and  issue  the  Centrasia  Shares
                           required  by  Sections   2.2(a)  and  (b)  within  60
                           Business Days after the Closing Date.

         (d)      If  this  Agreement  is  terminated  in  accordance  with  the
                  foregoing provisions of this Section 16.1, no Party shall have
                  any further  liability  to perform its  obligations  hereunder
                  except as otherwise  contemplated  hereby,  and provided that,
                  subject to  Section  16.2,  neither  the  termination  of this
                  Agreement nor anything contained in this Section 16.1(d) shall
                  relieve any Party from any  liability  for any breach by it of
                  this   Agreement,   including   from  any  inaccuracy  in  its
                  representations  and warranties and any  non-performance by it
                  of its covenants made herein.

16.2.    REMEDIES

         The Parties hereto acknowledge and agree that an award of money damages
         would be  inadequate  for any breach of this  Agreement by any Party or
         its  representatives  and any such breach would cause the non-breaching
         Party irreparable harm. Accordingly,  the Parties hereto agree that, in
         the event of any breach or threatened  breach of this  Agreement by one
         of the Parties, the non-breaching Party will also be entitled,  without
         the  requirement  of  posting a bond or other  security,  to  equitable
         relief,  including  injunctive  relief and specific  performance.  Such
         remedies  will not be the  exclusive  remedies  for any  breach of this
         Agreement  but will be in addition to all other  remedies  available at
         law or equity to each of the Parties.

16.3.    DAMAGE OR EXPROPRIATION

         If, during the Interim Period,  all or any  substantial  portion of the
         RPI  Assets are  destroyed  or  substantially  damaged by fire or other
         hazard or shall be expropriated or seized by any Governmental Authority
         or any other person in accordance  with Applicable Law, or if notice of
         any such  expropriation  or seizure shall have been given in accordance
         with Applicable  Law, the Purchaser shall have the option,  exercisable
         by notice to the Vendor given prior to the Closing Date:

         (a)      to terminate this Agreement and not complete the  transactions
                  herein  contemplated,  in which  case the  Purchaser  shall be
                  released  from all  obligations  hereunder  as of and from the
                  giving of such notice; or

         (b)      to  complete  the  transactions  herein  contemplated  with  a
                  reduction of the Purchase  Price by the net amount  equivalent
                  to the cost of  repair  or,  if  expropriated  or seized or if
                  destroyed  or  damaged  beyond  repair,   by  the  net  amount
                  equivalent to the  replacement  cost of the property or assets
                  so expropriated,  seized,  damaged or destroyed,  after taking
                  into account all proceeds of any insurance or compensation for
                  such destruction, damage, expropriation or seizure received by
                  the RPI.

         If any loss,  damage or claim for which  insurance  is  carried  by RPI
         arises  during the Interim  Period,  the  Purchaser,  as a condition of
         Closing,  shall be entitled to be satisfied

<PAGE>
                                     - 42 -


         that the insurers  recognize the claim of RPI for payment in accordance
         with the provisions of the relevant insurance policies.

17.      POST-CLOSING TRANSACTION

In  consideration  of $10 now paid by  Magellan to the Vendor and other good and
valuable  consideration (the receipt and sufficiency of which is acknowledged by
the Vendor) the Vendor acknowledges that after the Closing the Purchaser intends
to sell,  assign,  transfer  and convey the  Purchased  Shares to  Magellan  and
Magellan intends to purchase the Purchased Shares from the Purchaser in reliance
on the  representations  and  warranties  and  covenants  of the  Vendor in this
Agreement and the Vendor agrees with Magellan that it may do so.

18.      MISCELLANEOUS

18.1.    PUBLIC NOTICES

         The  Parties  agree  that all  notices to third  parties  and all other
         publicity  concerning the  transactions  contemplated by this Agreement
         shall be  jointly  planned  and  co-ordinated  and no Party  shall  act
         unilaterally  in this regard  without the prior approval of the others,
         such approval not to be unreasonably withheld.

18.2.    NOTICES

         Any notice or other  writing  required or  permitted  to be given under
         this  Agreement  or  for  the  purposes  of  this  Agreement  shall  be
         sufficiently given if delivered, faxed or e-mailed to the Party to whom
         it is given or, if mailed, by prepaid registered mail addressed to such
         Party at:

         (a)      If to the Purchaser or Magellan at:

                  Centrasia Mining Corp.
                  300 - 1055 W. Hastings St.
                  Vancouver, BC V6E 2E9
                  Attention:  Mr. Douglas Turnbull

                  fax number: 604.688.4169

                  email: dturnbull@centrasiamining.com

                  and with a copy to:

                  Thomas Rondeau LLP
                  Attention: James L. Harris
                  P.O. Box 10037, Pacific Centre
                  Suite 1925, 700 West Georgia St.
                  Vancouver, BC  V7Y 1A1  CANADA
                  fax number: 604.688.6995

                  email: jharris@thomasrondeau.com


<PAGE>
                                     - 43 -



         (b)      If to the Vendor at:

                  Stargate Solutions Ltd.
                  P.O. Box 116
                  Sea Meadow House
                  Blackburne Highway
                  Road Town, Tortola
                  British Virgin Islands
                  Attention:  Mr. Stanley Edward Williams

                  fax number: o[number]

                  email: o[e-mail address]

                  with a copy to the Vendor's Solicitors at:

                  AGA Mangement
                  40 Stremyanny Lane
                  Bld 4, Seventh Floor
                  Moscow, 225054, Russia

                  fax number: +7 (495) 644-42-42

                  email: Olga.Sorokina@agamanagement.com

         or at such  other  address  as the Party to whom such  writing is to be
         given  shall  have last  notified  to the Party  giving the same in the
         manner  provided in this clause.  Any notice  mailed shall be deemed to
         have been given and received on the fifth  Business Day next  following
         the date of its  mailing  unless at the time of mailing or within  five
         Business Days thereafter there occurs a postal interruption which could
         have the effect of delaying the mail in the ordinary and usual  course,
         in which case any notice  shall only be  effectively  given if actually
         delivered,  faxed or e-mailed. Any notice delivered,  faxed or e-mailed
         to the Party to whom it is addressed shall be deemed to have been given
         and  received  on  the  Business  Day  next  following  the  day it was
         delivered, faxed or e-mailed.

18.3.    SEVERABILITY

         If a court of other tribunal of competent jurisdiction  determines that
         any one or more  of the  provisions  contained  in  this  Agreement  is
         invalid,  illegal or unenforceable in any respect in any  jurisdiction,
         the  validity,   legality  and  enforceability  of  such  provision  or
         provisions  shall not in any way be affected or impaired thereby in any
         other jurisdiction and the validity, legality and enforceability of the
         remaining  provisions  contained in this Agreement shall not in any way
         be affected or impaired  thereby,  unless in either case as a result of
         such determination this Agreement would fail in its essential purpose.

18.4.    ENTIRE AGREEMENT

         This Agreement constitutes the entire agreement between the Parties and
         supersedes all prior agreements and understandings, oral or written, by
         and  between  any of the Parties

<PAGE>
                                     - 44 -


         or their  respective  affiliates  with respect to the subject matter of
         this  Agreement;  provided  that the Loan  Agreement  continues in full
         force and effect.

18.5.    SURVIVAL

         All covenants,  agreements,  representations  and warranties  contained
         herein  shall  survive  the  closing of the  transactions  contemplated
         hereunder.

18.6.    NOTICES

         All notices,  requests,  demands or  directions  to one Party hereto by
         another Party hereto shall be in writing  indicating  that such notice,
         request,  demand or direction is being given pursuant to this Agreement
         and  delivered  to the  address of the Party set out above,  or to such
         other  address  as may be  specified  by such  Party to the  other in a
         notice given in the manner herein provided.

18.7.    MODIFICATION; WAIVER

         No  supplement,  modification,  waiver or termination of this Agreement
         shall be  binding  unless  such  supplement,  modification,  waiver  or
         termination is duly executed in writing by each of the Parties  hereto.
         No waiver of any of the provisions of this Agreement shall be deemed to
         constitute a waiver of any other  provisions  (whether or not similar),
         nor shall such waiver  constitute a continuing  waiver unless otherwise
         expressly agreed to in writing by the Party to be bound thereby.

18.8.    TIME

         Time shall be of the essence of this Agreement.

18.9.    DISPUTE RESOLUTION AND GOVERNING LAW

         Any  dispute  arising  out of or in  connection  with  this  Agreement,
         including   any  question   regarding   its   existence,   validity  or
         termination,  shall be referred  to and finally  resolved by the London
         Court of International  Arbitration  under the LCIA Rules,  which Rules
         are deemed to be incorporated by reference into this clause. The number
         of arbitrators  shall be one. The seat, or legal place,  of arbitration
         shall be  London,  England.  The  language  to be used in the  arbitral
         proceedings shall be English. The governing law of this Agreement shall
         be the substantive law of England.

18.10.   FURTHER ASSURANCES

         The Parties  shall with  reasonable  diligence,  do all such things and
         provide all such reasonable assurances as may be required to consummate
         the transactions  contemplated by this Agreement,  and each Party shall
         provide such further  documents  or  instruments  required by the other
         Party as may be reasonably necessary or desirable to give effect to the
         purpose of this Agreement and carry out its  provisions  whether before
         or after the Closing Date.


<PAGE>
                                     - 45 -


18.11.   ASSIGNMENT

         No Party may assign  this  Agreement  without  the consent of the other
         Parties,  except  that the  Purchaser  may  assign  this  Agreement  to
         Magellan or any other Affiliate.

18.12.   ENUREMENT

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

18.13.   COUNTERPARTS

         This  Agreement  may be  executed  in as  many  counterparts  as may be
         necessary  or by  facsimile  and each  such  counterpart  agreement  or
         facsimile  so  executed  shall be  deemed  to be an  original  and such
         counterparts and facsimile copies together shall constitute one and the
         same instrument.



IN WITNESS  WHEREOF the Parties have duly executed this  Agreement as of the day
and year first above written.


STARGATE SOLUTIONS LTD.                      MAGELLAN HOLDINGS ( BVI ) CORP.



/s/ Stanley Williams                          /s/  Douglas Turnbull
______________________________                ______________________________

Signature of authorized person                Signature of authorized person
Name: Stnaley Williams                        Name: Douglas Turnbull
Position: President                           Position:  Director


CENTRASIA MINING CORP.


/s/  Douglas Turnbull
______________________________
Signature of authorized person
Name:  Douglas Turnbull
Position:  President


<PAGE>


                                 SCHEDULE 4.4(B)

                       CORPORATE PREDECESSORS OF RPI, ETC.

<PAGE>


                                  SCHEDULE 4.9

                             CONSENTS AND APPROVALS

<PAGE>


                                SCHEDULE 4.11(B)

                                  SHARES OWNED

<PAGE>


                                  SCHEDULE 4.14

                   AGREEMENTS (OTHER THAN MATERIAL CONTRACTS)

<PAGE>


                                  SCHEDULE 4.15

                               MATERIAL CONTRACTS

<PAGE>


                                  SCHEDULE 4.18

                                EQUIPMENT LEASES

<PAGE>


                                  SCHEDULE 4.19

                                    LICENCES

<PAGE>


                                  SCHEDULE 4.22

                    PERMITS (INCLUDING ENVIRONMENTAL PERMITS)

<PAGE>


                                  SCHEDULE 4.26

                              FINANCIAL STATEMENTS

<PAGE>


                                  SCHEDULE 4.30

                      BANK ACCOUNTS AND POWERS OF ATTORNEY

<PAGE>


                                  SCHEDULE 4.35

                          EMPLOYEES AND EMPLOYEE PLANS

<PAGE>


                                SCHEDULE 4.38(L)

                                 LEASED PROPERTY

<PAGE>


                                  SCHEDULE 7.4

                       CORPORATE INFORMATION FOR CENTRASIA

Centrasia  Mining Corp.  ("Centrasia")  was  incorporated  under the Company Act
(British  Columbia) on December 10, 1999 under the name "Buck  Ventures Ltd." On
May 10, 2000,  Centrasia  changed its name to "QDM Ventures  Ltd.". On September
25, 2001 it changed its name to "California  Exploration Ltd.". On June 3, 2004,
it changed its name to "Baradero  Resources  Limited.  On September 12, 2005, it
changed its name to "Centrasia Mining Corp.".



A list of the current  subsidiaries of Centrasia is as follows, all of which are
100% owned:


                          ----------------------------
                             Centrasia Mining Corp.
                               (British Columbia)
                          ----------------------------
                                       |
                                       |
                                       |
             --------------------------------------
             |                                     |
             |100%                                 |100%
             |                                     |
------------------------------        ------------------------------
      0724000 B.C. Ltd.                Magellan Holdings (BVI) Corp.
     (British Columbia)                  (British Virgin Islands)
------------------------------        ------------------------------
                                                   |
                                                   |100%
                                                   |
                                      ------------------------------
                                          Magellan Gold (BVI) Inc.
                                          (British Virgin Islands)
                                      ------------------------------
                                                   |
                                                   |100%
                                                   |
                                 ---------------------------------
                                 |                               |
                                 |100%                           |100%
                                 |                               |
                     --------------------------      --------------------------
                          Bulakashu Mining                Centrasia Mining
                            Company Ltd.                   Kazakhstan Ltd.
                          (Kyrgyz Republic)           (Republic of Kazakhstan)
                     --------------------------      --------------------------




<PAGE>


In  addition,  Centrasia  had a  subsidiary  in the  United  States,  which  was
abandoned in 2005.







<PAGE>





                            SHARE PURCHASE AGREEMENT
                               AMENDING AGREEMENT

THIS AGREEMENT is made this 30th day of May, 2007

BETWEEN:

         STARGATE  SOLUTIONS LTD. a corporation  incorporated  under the laws of
         the British Virgin Islands having is registered office at P.O. Box 116,
         Sea Meadow  House,  Blackburne  Highway,  Road Town,  Tortola,  British
         Virgin Islands

         (the "VENDOR")

AND:

         CENTRASIA  MINING CORP., a corporation  incorporated  under the laws of
         British  Columbia and having an office at 300 - 1055 W. Hastings Street
         Vancouver, British Columbia C V6E 2E9

         (the "PURCHASER")

AND:

         MAGELLAN HOLDINGS ( BVI ) CORP., a corporation  incorporated  under the
         laws of the  British  Virgin  Islands  and  having an office at c/o HWR
         Services Limited,  Craigmuir Chambers, P.O. Box 71, Road Town, Tortola,
         British Virgin Islands

         ("MAGELLAN")

WHEREAS:

A.       The parties entered into a Share Purchase  Agreement dated May 11, 2007
         (the "SPA");

B.       The parties wish to amend the SPA as hereinafter provided.

THIS  AGREEMENT   WITNESSES  THAT  in  consideration  of  the   representations,
warranties,  covenants  and  agreements  set forth  herein  and  other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the Parties hereto agree as follows:

1.       INTERPRETATION

1.1.     Defined Terms

         All  capitalized  terms  used but not  defined  in this  Agreement  but
         defined in the SPA have the meanings  assigned to them  respectively in
         the SPA.

1.2.     Importation of Terms

         The  provisions  in Sections  1.2 to 1.7,  1.10 and 1.11 of the SPA are
         incorporated herein by reference with the necessary changes.

<PAGE>




2.       ADDITIONAL LOAN

2.1.     $500,000

         The Purchaser will use reasonable  commercial efforts to arrange for an
         advance  of  $500,000  (the  "Additional  Loan")  as a  loan  to RPI by
         Prussian  Capital  Corporation,  on terms and  conditions to be settled
         between Prussian  Capital  Corporation and RPI, subject to the approval
         of the Purchaser.

2.2.     Use of Proceeds

         The Vendor will cause RPI to use the  proceeds of the  Additional  Loan
         only to carry out work on the Licence Area under the  supervision of an
         individual   designated  by  the  Purchaser  and  to  pay   outstanding
         indebtedness  of the  Company,  the  work  to be  carried  out  and the
         indebtedness  to be  repaid  to be as  the  Purchaser  may  approve  in
         writing.

3.       CHANGE IN PURCHASE PRICE TERMS

3.1.     $200,000 Letter of Credit

         In lieu of  delivering  a letter of credit for  $200,000  to the Escrow
         Bank in escrow  pursuant to Section 2.3 of the SPA, the  Purchaser  may
         elect to deliver $200,000 to the Escrow Bank in escrow,  to be held and
         dealt  with on the same terms and  conditions  as the letter of credit,
         with the necessary changes.

3.2.     Escrow of Centrasia Shares

         The 3,125,000 Centrasia Shares which, pursuant to Section 2.2(b) of the
         SPA,  are to be issued in the name of the Vendor and  delivered  to the
         Escrow Bank in escrow shall  instead be issued as to 97% thereof to the
         account opened by Canaccord  Capital for the benefit of the Vendor and,
         pursuant  to Section  10.1 of the SPA,  as to 3% thereof to the account
         opened by  Canaccord  Capital  for the  benefit of the  Agent,  and the
         certificates for all such shares shall be delivered in escrow to:

                  Thomas Rondeau LLP
                  Attention: James L. Harris
                  Suite 1925, 700 West Georgia St.
                  Vancouver, BC  V7Y 1A1  CANADA

         to be held in  escrow  and  dealt  with in the same  manner  by  Thomas
         Rondeau  LLP as they  would  have  been if  delivered  in escrow to the
         Escrow Bank, and on the terms of an escrow agreement which shall be the
         same as Escrow Agreement 2 with the necessary changes.

<PAGE>



3.3.     Prepayment of $1,000,000

         If the  Closing  Date has not  occurred  on or before June 25, 2007 the
         Purchaser  may,  at its option,  prepay  $1,000,000  of the  $6,000,000
         referred to in Section  2.2(a) of the SPA on or before June 25, 2007 to
         the Vendor, in which event:

         (a)      the  $6,000,000 to be paid  pursuant to Section  2.2(a) of the
                  SPA on the Closing  Date by the  Purchaser to the Escrow Bank,
                  in escrow  under the terms of  Escrow  Agreement  2,  shall be
                  reduced to $5,000,000;

         (b)      Section  2.3 of the SPA  shall  be and be  deemed  amended  by
                  replacing  June 25, 2007 wherever it appears with July 5, 2007
                  and replacing $6,000,000 wherever it appears with $5,000,000;

         (c)      Section  2.4(a) of the SPA shall be and be deemed  amended  by
                  replacing  June 25, 2007 wherever it appears with July 5, 2007
                  and replacing $6,000,000 wherever it appears with $5,000,000;

         (d)      Section  2.4(b) of the SPA shall be and be deemed  amended  by
                  replacing  June 25, 2007 wherever it appears with July 5, 2007
                  and replacing $6,000,000 wherever it appears with $5,000,000;

         (e)      Section  2.4(c) of the SPA shall be and be deemed  amended  by
                  replacing June 25, 2007 wherever it appears with July 5, 2007,
                  replacing  $6,000,000  wherever it appears with $5,000,000 and
                  replacing $6,600,000 with $5,600,000;

         (f)      Section  2.4(d) of the SPA shall be and be deemed  amended  by
                  replacing June 25, 2007 wherever it appears with July 5, 2007,
                  replacing  $6,000,000  wherever it appears with $5,000,000 and
                  replacing $6,200,000 with $5,200,000;

         (g)      the  reference  in Section  10.1(a) of the SPA to the  payment
                  referred  to  in  Section  2.2(a)  shall  be  deemed  to  be a
                  reference to the payment of $5,000,000; and

         (h)      the  reference  in Section  13.4 of the SPA to the  $6,000,000
                  referred  to  in  Section  2.2(a)  shall  be  deemed  to  be a
                  reference to $5,000,000.

3.4.     Payment by Wire Transfer

         The  Purchaser  shall  be  deemed  to have  prepaid  $1,000,000  of the
         Purchase Price pursuant to Section 3.1 when  appropriate  wire transfer
         instructions have been given by it to its bank.

3.5.     Repayment on Termination

         If the Purchaser  prepays  $1,000,000 of the Purchase Price pursuant to
         Section  3.2  hereof  and the  SPA is  subsequently  terminated  by the
         Purchaser  pursuant  to Section  16.1  thereof,  the Vendor  will repay
         $1,000,000 to the  Purchaser on demand with  interest  until paid at an
         annual rate of 15%.


<PAGE>



4.       MISCELLANEOUS

4.1.     Status of SPA

         The SPA as amended and supplemented  hereby continues in full force and
         effect.

4.2.     Time

         Time shall  continue  to be of the  essence  of the SPA as amended  and
         supplemented by this Agreement.

4.3.     Enurement

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

4.4.     Counterparts

         This  Agreement  may be  executed  in as  many  counterparts  as may be
         necessary  or by  facsimile  and each  such  counterpart  agreement  or
         facsimile  so  executed  shall be  deemed  to be an  original  and such
         counterparts and facsimile copies together shall constitute one and the
         same instrument.

IN WITNESS  WHEREOF the Parties have duly executed this  Agreement as of the day
and year first above written.


STARGATE SOLUTIONS LTD.                  MAGELLAN HOLDINGS ( BVI ) CORP.



/s/ Stanley Edward Williams              /s/ Douglas Turnbull
______________________________           ______________________________
Signature of authorized person           Signature of authorized person
Name:  Stanley Edward Williams           Name:  Douglas Turnbull
Position:  Director                      Position:  Director


CENTRASIA MINING CORP.




/s/ Douglas Turnbull
______________________________
Signature of authorized person
Name:  Douglas Turnbull
Position:  President and CEO




<PAGE>













                            SHARE PURCHASE AGREEMENT
                           AMENDING AGREEMENT (NO. 2)

THIS AGREEMENT is made the 22nd day of June, 2007

BETWEEN:

         STARGATE  SOLUTIONS LTD. a corporation  incorporated  under the laws of
         the British Virgin Islands having is registered office at P.O. Box 116,
         Sea Meadow  House,  Blackburne  Highway,  Road Town,  Tortola,  British
         Virgin Islands

         (the "VENDOR");

AND:

         CENTRASIA  MINING CORP., a corporation  incorporated  under the laws of
         British  Columbia and having an office at 300 - 1055 W. Hastings Street
         Vancouver, British Columbia C V6E 2E9

         (the "PURCHASER");

AND:

         MAGELLAN HOLDINGS ( BVI ) CORP., a corporation  incorporated  under the
         laws of the  British  Virgin  Islands  and  having an office at c/o HWR
         Services Limited,  Craigmuir Chambers, P.O. Box 71, Road Town, Tortola,
         British Virgin Islands

         ("MAGELLAN").

WHEREAS:

A.       The parties entered into a Share Purchase  Agreement dated May 11, 2007
         (the  "SPA") and into a Share  Purchase  Agreement  Amending  Agreement
         dated June 8, 2007 ("AMENDING AGREEMENT NO. 1");

B.       The parties wish to amend and supplement the SPA and Amending Agreement
         No. 1 as hereinafter provided.

THIS  AGREEMENT   WITNESSES  THAT  in  consideration  of  the   representations,
warranties,  covenants  and  agreements  set forth  herein  and  other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the Parties hereto agree as follows:

1.       INTERPRETATION

1.1.     Defined Terms

         All  capitalized  terms  used but not  defined  in this  Agreement  but
         defined in the SPA have the meanings  assigned to them  respectively in
         the SPA.


<PAGE>
                                     - 2 -



1.2.     Importation of Terms

         The  provisions  in Sections  1.2 to 1.7,  1.10 and 1.11 of the SPA are
         incorporated herein by reference with the necessary changes.

2.       CHANGE IN PURCHASE PRICE TERMS

2.1.     Prepayment of $1,500,000

         If the  Closing  Date has not  occurred  on or before June 25, 2007 the
         Purchaser  may,  at its option,  prepay  $1,500,000  of the  $6,000,000
         referred to in Section  2.2(a) of the SPA on or before June 25, 2007 to
         the Vendor, in which event:

         (a)      the  $6,000,000 to be paid  pursuant to Section  2.2(a) of the
                  SPA on the Closing  Date by the  Purchaser to the Escrow Bank,
                  in escrow  under the terms of  Escrow  Agreement  2,  shall be
                  reduced to $4,500,000;

         (b)      Section  2.3 of the SPA  shall  be and be  deemed  amended  by
                  replacing June 25, 2007 wherever it appears with July 20, 2007
                  and replacing $6,000,000 wherever it appears with $4,500,000;

         (c)      Section  2.4(a) of the SPA shall be and be deemed  amended  by
                  replacing June 25, 2007 wherever it appears with July 20, 2007
                  and replacing $6,000,000 wherever it appears with $4,500,000;

         (d)      Section  2.4(b) of the SPA shall be and be deemed  amended  by
                  replacing June 25, 2007 wherever it appears with July 20, 2007
                  and replacing $6,000,000 wherever it appears with $4,500,000;

         (e)      Section  2.4(c) of the SPA shall be and be deemed  amended  by
                  replacing  June 25,  2007  wherever  it appears  with July 20,
                  2007, replacing $6,000,000 wherever it appears with $4,500,000
                  and replacing $6,600,000 with $5,100,000;

         (f)      Section  2.4(d) of the SPA shall be and be deemed  amended  by
                  replacing  June 25,  2007  wherever  it appears  with July 20,
                  2007, replacing $6,000,000 wherever it appears with $4,500,000
                  and replacing $6,200,000 with $4,700,000;

         (g)      the  reference  in Section  10.1(a) of the SPA to the  payment
                  referred  to  in  Section  2.2(a)  shall  be  deemed  to  be a
                  reference to the payment of $4,500,000; and

         (h)      the  reference  in Section  13.4 of the SPA to the  $6,000,000
                  referred  to  in  Section  2.2(a)  shall  be  deemed  to  be a
                  reference to $4,500,000.

2.2.     Payment by Wire Transfer

         The  Purchaser  shall  be  deemed  to have  prepaid  $1,500,000  of the
         Purchase  Price  pursuant to Section 2.1 hereof when  appropriate  wire
         transfer instructions have been given by it to its bank.


<PAGE>

                                     - 3 -


2.3.     Repayment on Termination

         If the Purchaser  prepays  $1,500,000 of the Purchase Price pursuant to
         Section  2.1  hereof  and the  SPA is  subsequently  terminated  by the
         Purchaser  pursuant  to Section  16.1  thereof,  the Vendor  will repay
         $1,500,000 to the  Purchaser on demand with  interest  until paid at an
         annual rate of 15%.

2.4.     Certain Provisions of Amending Agreement No. 1 Superseded

         Subject to Section 3.1, the  provisions in Sections 2.1, 2.2 and 2.3 of
         this  Agreement  supersede  and replace  Sections  3.3,  3.4 and 3.5 of
         Amending  Agreement  No.  1,  and  said  Sections  3.3,  3.4 and 3.5 of
         Amending Agreement No. 1 shall be of no further force or effect.

3.       CONDITION PRECEDENT

3.1.     This  Agreement is subject to approval by the board of directors of the
         Purchaser, with notice of such approval to be given by the Purchaser to
         the Vendor in the  manner  provided  in Section  18.2 of the SPA before
         5:00 p.m.  Vancouver  time on June 25, 2007.  If such  condition is not
         satisfied or waived,  this Agreement shall terminate and be of no force
         or effect.

4.       MISCELLANEOUS

4.1.     Status of SPA

         The SPA and Amending Agreement No. 1 as amended and supplemented hereby
         continue in full force and effect.

4.2.     Time

         Time shall  continue  to be of the  essence  of the SPA as amended  and
         supplemented by this Agreement.

4.3.     Enurement

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

4.4.     Counterparts

         This  Agreement  may be  executed  in as  many  counterparts  as may be
         necessary  or by  facsimile  and each  such  counterpart  agreement  or
         facsimile  so  executed  shall be  deemed  to be an  original  and such
         counterparts and facsimile copies together shall constitute one and the
         same instrument.

IN WITNESS  WHEREOF the Parties have duly executed this  Agreement as of the day
and year first above written.


<PAGE>
                                     - 4 -




STARGATE SOLUTIONS LTD.                  MAGELLAN HOLDINGS ( BVI ) CORP.



/s/ Stanley Edward Williams              /s/ Douglas Turnbull
______________________________           ______________________________
Signature of authorized person           Signature of authorized person
Name:  Stanley Edward Williams           Name:  Douglas Turnbull
Position:  Director                      Position:  Director


CENTRASIA MINING CORP.



/s/ Douglas Turnbull
______________________________
Signature of authorized person
Name:  Douglas Turnbull
Position:  President and CEO





<PAGE>




                    CENTRASIA MINING CORP.
                    Suite 300, 1055 West Hastings Street, Vancouver, BC  V6E 2E9
                    Telephone: (604) 688-4110  /  Fax:  (604) 688-4169
                    Website  www.centrasiamining.com

                    ------------------------------------------------------------


July 11, 2007

Stargate Solutions Ltd. and
Sergei Sergeevich Makarov, Vasiliy Ivanovich Vepritskiy
and Alexander Mishchenko
c/o AGA Mangement Ltd.
40 Stremyanny Lane
Bld 4, Seventh Floor
Moscow, 225054, Russia

Dear Sirs:

SHARE PURCHASE  AGREEMENT  DATED MAY 11, 2007 (THE "SPA") AS AMENDED BY AMENDING
AGREEMENT DATED JUNE 8, 2007 ("AMENDING AGREEMENT NO. 1") AND AMENDING AGREEMENT
(NO. 2) DATED JUNE 22, 2007 ("AMENDING AGREEMENT NO. 2")

We write to confirm our agreement made for good and valuable consideration,  the
receipt and sufficiency of which are hereby acknowledged, that:

1.       The  governing  law of the SPA,  Amending  Agreement  No.  1,  Amending
         Agreement No. 2 and the  Shareholder  Guarantee (as defined in the SPA)
         and the  governing  law of the agreement set forth in this letter shall
         be the law of British  Virgin Islands and the SPA,  Amending  Agreement
         No. 1,  Amending  Agreement  No. 2 and the  Shareholder  Guarantee  are
         amended accordingly.

2.       The SPA,  Amending  Agreement No. 1,  Amending  Agreement No. 2 and the
         Shareholder  Guarantee  as amended  hereby  continue  in full force and
         effect.

3.       The  agreement  set forth in this letter  shall enure to the benefit of
         and be binding upon the Parties hereto and their respective  successors
         and permitted assigns.

Please acknowledge your agreement by signing a copy of this letter and returning
it.

Yours truly,

CENTRASIA MINING CORP.                   MAGELLAN HOLDINGS ( BVI ) CORP.


/s/ Douglas Turnbull                     /s/ Douglas Turnbull
______________________________           ______________________________
Signature of authorized person           Signature of authorized person
Name:  Douglas Turnbull                  Name:  Douglas Turnbull
Position:  President and CEO             Position:  Director



<PAGE>


                                      -2-



Acknowledged and agreed as of the date first above written.

STARGATE SOLUTIONS LTD.


/s/ Stanley Edward Williams
______________________________
Signature of authorized person
Name:  Stanley Edward Williams
Position:  Director


/s/ SERGEI SERGEEVICH MAKAROV
_______________________________
SERGEI SERGEEVICH MAKAROV


/s/ VASILIY IVANOVICH VEPRITSKIY
_______________________________
VASILIY IVANOVICH VEPRITSKIY


/s/ ALEXANDER MISHCHENKO
_______________________________
ALEXANDER MISHCHENKO





<PAGE>




                    CENTRASIA MINING CORP.
                    Suite 300, 1055 West Hastings Street, Vancouver, BC  V6E 2E9
                    Telephone: (604) 688-4110  /  Fax:  (604) 688-4169
                    Website  www.centrasiamining.com

                    ------------------------------------------------------------


July 13, 2007

Stargate Solutions Ltd. and
Sergei Sergeevich Makarov, Vasiliy Ivanovich Vepritskiy
and Alexander Mishchenko
c/o AGA Mangement Ltd.
40 Stremyanny Lane
Bld 4, Seventh Floor
Moscow, 225054, Russia

Dear Sirs:

SHARE PURCHASE  AGREEMENT  DATED MAY 11, 2007 (THE "SPA") AS AMENDED BY AMENDING
AGREEMENT DATED JUNE 8, 2007 ("AMENDING  AGREEMENT NO. 1"),  AMENDING  AGREEMENT
(NO. 2) DATED JUNE 22, 2007 ("AMENDING  AGREEMENT NO. 2") AND AMENDING AGREEMENT
(NO. 3) DATED JULY 11, 2007

We write to confirm our agreement made for good and valuable consideration,  the
receipt and sufficiency of which are hereby acknowledged, that:

1.       Sections  17 of the SPA is  hereby  superseded  and  replaced  with the
         following:

         "In  consideration  of $10 now paid by Magellan to the Vendor and other
         good and valuable  consideration  (the receipt and sufficiency of which
         is acknowledged by the Vendor) the Vendor  acknowledges  that after the
         Closing the Purchaser intends to sell, assign,  transfer and convey 999
         of the Purchased  Shares to Magellan and 1 of the  Purchased  Shares to
         Magellan  Gold (BVI) Inc. and  Magellan  and  Magellan  Gold (BVI) Inc.
         intend to purchase the Purchased  Shares from the Purchaser in reliance
         on the  representations  and  warranties and covenants of the Vendor in
         this  Agreement  and the Vendor  agrees with Magellan and Magellan Gold
         (BVI) Inc. that it may do so."

2.       The  governing  law of the  agreement set forth in this letter shall be
         the law of British Virgin Islands.

3.       The  SPA,  Amending  Agreement  No.  1,  Amending  Agreement  No. 2 and
         Amending Agreement No. 3 hereby continue in full force and effect.

4.       The  agreement  set forth in this letter  shall enure to the benefit of
         and be binding upon the Parties hereto and their respective  successors
         and permitted assigns.


<PAGE>


                                      -2-


Please acknowledge your agreement by signing a copy of this letter and returning
it.

Yours truly,

CENTRASIA MINING CORP.                   MAGELLAN HOLDINGS ( BVI ) CORP.


/s/ Douglas Turnbull                     /s/ Douglas Turnbull
______________________________           ______________________________
Signature of authorized person           Signature of authorized person
Name:  Douglas Turnbull                  Name:  Douglas Turnbull
Position:  President and CEO             Position:  Director


Acknowledged and agreed as of the date first above written.

STARGATE SOLUTIONS LTD.


/s/ Stanley Edward Williams
______________________________
Signature of authorized person
Name:  Stanley Edward Williams
Position:  Director

As a  consequence  of the  changes  noted  above to Section  17 of the SPA,  the
shareholders of Stargate  Solutions Ltd.  hereby  acknowledge and agree that the
Shareholder's  Guarantee  dated July 9, 2007, as amended,  shall be in favour of
and to the benefit of Magellan Gold (BVI) Inc. in all  respects,  in addition to
being in favour of and to the benefit of  Centrasia  Mining  Corp.  and Magellan
Holdings (BVI) Corp.


/s/ SERGEI SERGEEVICH MAKAROV
_______________________________
SERGEI SERGEEVICH MAKAROV


/s/ VASILIY IVANOVICH VEPRITSKIY
_______________________________
VASILIY IVANOVICH VEPRITSKIY


/s/ ALEXANDER MISHCHENKO
_______________________________
ALEXANDER MISHCHENKO



<PAGE>