EXHIBIT 4.14

               Sponsorship Agreement, dated July 20, 2005, between

          Canaccord Capital Corporation and Baradero Resources Limited,



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                              SPONSORSHIP AGREEMENT
                                REVERSE TAKEOVER


THIS AGREEMENT dated for reference July 20, 2005, is made:

AMONG:

                  CANACCORD  CAPITAL  CORPORATION,  a member of the TSX  Venture
                  Exchange Inc. (the "Exchange"),  of 2200-609 Granville Street,
                  Vancouver, British Columbia, V7Y 1H2

                                                                  (the "Member")

AND

                  BARADERO RESOURCES LIMITED, a company continued under the laws
                  of  British  Columbia,  of  1305 - 1090  West  Georgia  Street
                  Vancouver, British Columbia, V6E 3V7

                                                                  (the "Issuer")

AND

                  CENTRASIA MINING CORP., a company  continued under the laws of
                  British Columbia, of 300-1055 West Hastings Street, Vancouver,
                  British Columbia, V6E 2E9

                                                                  (the "Target")

WHEREAS:

A.       The Issuer's common shares are listed on the Exchange;

B.       The Issuer and certain  shareholders of the Target have agreed that the
Issuer  will  acquire  all or  substantially  all of the issued and  outstanding
shares of the Target (the "Transaction");

C.       The  Transaction  will  constitute  a reverse  take-over  of the Issuer
within the  meaning of the  Exchange  Reverse  Take-Over  Policies  (as  defined
herein);

D.       Pursuant to the Exchange  Sponsorship  Policies (as defined herein) the
Exchange  requires that the Issuer obtain a member to act as its sponsor  within
the meaning of the Exchange  Sponsorship  Policies as a condition of approval of
the Transaction;



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THE PARTIES to this Agreement therefore agree:

1.       DEFINITIONS AND INTERPRETATION

1.1      Definitions

In this Agreement:

         (a)      "Applicable   Legislation"   means  the   SECURITIES   ACT  or
                  comparable legislation in each of the Reporting Provinces, the
                  regulations  and rules  made under  that  legislation  and all
                  administrative  policy  statements,  blanket orders,  notices,
                  directions and rulings issued by the Commissions;

         (b)      "Approval  Date" means the date the  Exchange  gives notice of
                  approval of the Transaction;

         (c)      "Business"  means the corporate  undertaking  of the Issuer on
                  completion   of   the   Transaction,    which   will   consist
                  substantially  of the corporate  undertaking  of the Target as
                  presently constituted;

         (d)      "Commissions"  means the securities  commissions or securities
                  regulatory authorities in the Reporting Provinces;

         (e)      "Exchange" means the TSX Venture Exchange;

         (f)      "Exchange Policy" means a policy, as amended, contained in the
                  Exchange's Corporate Finance Manual;

         (g)      "Exchange  Reverse  Take-Over  Policies"  means  the  Exchange
                  Policies pertaining to reverse take-overs;

         (h)      "Exchange  Sponsorship  Policies" means the Exchange  Policies
                  pertaining to sponsorship;

         (i)      "Issuer"  has the meaning  defined  above,  and  includes  any
                  wholly-owned  or  partially-owned  subsidiaries  of the Issuer
                  (and  will   include  the  Target  upon   completion   of  the
                  Transaction);

         (j)      "Material  Change" has the meaning  defined in the  Applicable
                  Legislation;

         (k)      "Member" has the meaning defined above;

         (l)      "Reports"  means  any  business  plans,  engineering  reports,
                  geological reports,  technical reports,  valuation opinions or
                  similar documents concerning the Business;

         (m)      "Reporting  Provinces" means the provinces of British Columbia
                  and Alberta;


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         (n)      "Shares" means common shares in the capital of the Issuer;

         (o)      "Target" has the meaning assigned above; and

         (p)      "Transaction" has the meaning defined in Recital B.

2.       INVESTIGATION BY MEMBER

2.1      The Issuer and the Target must each at all times during normal business
hours afford full access to the Member and its authorized representatives to all
of  their  respective  properties,  books,  contracts,   commitments  and  other
corporate  records,  and must  furnish the Member  with copies  thereof and such
other  information  concerning the Business as the Member may request,  in order
that the Member may undertake an investigation of the Business.

2.2      The Issuer and the Target must each  forthwith  provide the Member with
their  most  recent  audited  financial  statements,   and  unaudited  financial
statements, prepared as of a date satisfactory to the Member.

2.3      The Issuer or Target,  as the case may be, must  forthwith  provide the
Member with:

         (a)      a draft disclosure document appropriate to the Transaction and
                  any  financing  which  may be  contemplated  to be  undertaken
                  concurrently  therewith (e.g., a prospectus,  filing statement
                  or management proxy circular);

         (b)      fully  completed and executed  personal  information  forms in
                  Form 2A (as found in the Exchange's  Corporate Finance Manual)
                  for all  proposed  directors  and  officers  of the  Issuer on
                  completion of the Transaction;

         (c)      copies of all Reports which are available, in final form or in
                  draft if such Reports have not been finalized; and

         (d)      copies of all material contracts to which it is a party.

2.4      Upon  conclusion of its  investigation,  the Member must give notice to
the Issuer whether it has decided to act as the Issuer's  sponsor with regard to
the Transaction.

3.       SPONSORSHIP DUTIES

3.1      The Member will complete the preliminary due diligence  required by the
Member  to  determine  whether  it  will  act  as  sponsor  with  regard  to the
transaction (the "Preliminary Due Diligence").

3.2      Upon completing the Preliminary Due Diligence, the Member will either:

         (a)      give  notice to the Issuer  that it has  decided not to act as
                  the  Issuer's  sponsor  with  regard to the  Transaction  (the
                  "Rejection Notice"); or



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         (b)      provide the Issuer with notice  indicating  to the Issuer that
                  it has decided to act as the  Issuer's  sponsor with regard to
                  the Transaction,  subject to the Member determining that it is
                  satisfied  with the results  arising from the remainder of the
                  Member's due diligence.

3.3      Upon  accepting the  sponsorship  role,  the Member will  undertake the
sponsorship duties prescribed by the Exchange  Sponsorship  Policies relating to
the sponsorship  (the  "Sponsorship  Duties") and will execute such  Sponsorship
Duties  until  the  close  of  business  on  the  Approval  Date,   unless  this
responsibility  is  terminated  earlier  by either  the  Member or the Issuer in
accordance  with the Sections of this Agreement  dealing with  termination  (the
"Sponsorship Term").

3.4      The Member,  in its sole discretion may hire any consultant,  expert or
business valuator (the  "Consultant")  which the Member deems necessary in order
to perform the due diligence required by the Exchange  Sponsorship  Policies and
the Issuer agrees to pay all reasonable fees and expenses incurred by the Member
in connection with the Consultant.

3.5      This  Agreement is effective  from the reference date of this Agreement
until such time it is  terminated,  either by the  fulfilment  of all duties and
obligations  of each of the parties  hereunder,  by the  issuance of a Rejection
Notice by the Member or pursuant to the  Sections of this  Agreement  which deal
with termination of this Agreement.

3.6      Regardless  of the manner in which this  Agreement is  terminated,  the
obligations  of the Issuer  outlined in the Sections of this  Agreement  dealing
with the payment of the Fee and Expenses, the Indemnities and the Right of First
Refusal (all of which are defined in this Agreement) will continue in full force
until such time as these obligations are satisfied.

4.       FEE

4.1      The Issuer will pay to the Member a fee of $35,000  (plus  G.S.T.) (the
"Fee") in consideration of the Member acting as the Issuer's sponsor with regard
to the Transaction, payable:

         (a)      as  to  50%,  which  portion  will  be  non-refundable,   upon
                  execution of this Agreement; and

         (b)      as to 50%  upon  provision  by  the  Member  of a  preliminary
                  Sponsor  Report  (as  defined  in  the  Exchange   Sponsorship
                  Policies) to the Exchange.

4.2      The Fee is  subject  to an  increase  to  $50,000  plus  G.S.T.  if the
Exchange requires the Member to certify a disclosure document.

4.3      The Issuer will also pay the Member a monthly work fee (the "Work Fee")
of $5,000 per month plus G.S.T. commencing September 1, 2005 and continuing on a
monthly basis on the 1st of each  successive  month until the Member's  services
are no longer required.

4.4      The Member's G.S.T. Number is 133567545.


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4.5      The Issuer's obligation to pay the Fee survives the termination of this
Agreement.

5.       COVENANTS OF THE ISSUER AND THE TARGET

5.1      If,  during the  Sponsorship  Term,  a Material  Change in the  assets,
liabilities  (contingent or otherwise),  business,  operations or capital of the
Issuer or the Target should occur,  or is anticipated or threatened,  the Issuer
or the Target,  as the case may be, must promptly notify the Member, in writing,
of the full particulars of the change.

5.2      If the  Issuer or the  Target is not  certain  as to whether a Material
Change has occurred, the Issuer or the Target, as the case may be, must promptly
notify the Member,  in writing of the full  particulars of the event giving rise
to the  uncertainty,  and must  consult with the Member as to whether such event
constitutes a Material Change.

5.3      During the  Sponsorship  Term,  the  Issuer  and the  Target  must each
promptly  provide  the  Member  with  copies  of  all  Reports   forthwith  upon
preparation or receipt of the same.

5.4      During the Sponsorship Term, the Issuer must promptly notify the Member
of:

         (a)      any  proposed  Change of Business  (as defined in the Exchange
                  Policies) of the Issuer;

         (b)      any  proposed  Fundamental  Acquisition  (as  defined  in  the
                  Exchange Policies) of the Issuer;

         (c)      any  proposed  Change of Control (as  defined in the  Exchange
                  Policies) of the Issuer;

         (d)      any proposed  Change of Management (as defined in the Exchange
                  Policies) of the Issuer;

         (e)      any other proposed  transaction of the Issuer that constitutes
                  an element of a Reverse  Take-Over (as defined in the Exchange
                  Policies); and

         (f)      any  proposed  sale  or  other   disposition  of  any  of  the
                  outstanding  shares in the capital of any subsidiaries  wholly
                  or partially owned by the Issuer or the Target.

forthwith upon the proposal of such change, issuance, sale or other disposition.

5.5      During the Sponsorship Term, the Issuer must promptly notify the Member
of any  proposed  change to the  constitution  of the board of  directors of the
Issuer, or to the membership of senior management of the Issuer. The Issuer must
promptly notify the Member,  in writing,  of any  resignations,  terminations or
departures of any of its directors or senior management.

5.6      During the  Sponsorship  Term,  the Issuer must provide the Member with
copies of all  financial  statements,  press  releases,  promotional  materials,
material  change  reports,  materials  prepared in connection  with the Issuer's
annual general meeting and any other general  meetings of  shareholders,  annual
reports, and financial statements prepared by or for the Issuer,  promptly after
their preparation or receipt.


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5.7      During the Sponsorship Term, the Issuer must, at least 10 business days
before the  deadline,  notify the Member of any  circumstances  where the Issuer
does not expect to comply with a filing deadline  imposed by the Exchange or the
Commissions.

5.8      The Issuer and the Target  must each at all times use their  reasonable
best efforts to assist the Member in carrying out its Sponsorship Duties.

5.9      The  Issuer  acknowledges  that it has  appointed  Nick  DeMare  as its
officer  responsible for carrying out its  obligations to the Member  hereunder,
and agrees that the Member may direct and address all  inquiries  and submit all
notices hereunder, to the attention of Nick DeMare.

5.10     The Target  acknowledges  that it has appointed Douglas Turnbull as its
officer  responsible for carrying out its  obligations to the Member  hereunder,
and agrees that the Member may direct and address all inquiries,  and submit all
notices hereunder, to the attention of Douglas Turnbull.

5.11     Nothing  in  this  Agreement  is to be  construed  as a  fetter  on the
discretion of the directors of the Issuer or the Target.

5.12     All  information  relating to the Issuer and the Target provided by the
Issuer and the Target to the Member must be directed  to the  corporate  finance
department of the Member, and neither the Issuer nor the Target will disclose to
any other  person  associated  with the Member any  information  relating to the
Issuer or the Target which is not publicly available.

6.       ACKNOWLEDGEMENTS OF ISSUER AND TARGET

6.1      The Issuer and the Target each acknowledge that the Member has informed
the Issuer,  the Target and their  respective  directors and management of their
responsibilities  concerning  continuous and timely  disclosure under Applicable
Legislation,   and  in   particular,   without   limitation,   of  the  Issuer's
responsibility  to issue a press release,  and file a material change report, in
the event of a Material Change in the business,  operations, assets or ownership
of the Issuer. The Issuer and the Target each further acknowledge in this regard
that they  have  been  made  aware by the  Member  of the  services  offered  by
commercial news disseminators.

6.2      The Issuer and the Target each  acknowledge that the Member has advised
the  Issuer,  the Target and their  respective  directors  about the  Exchange's
on-going   requirements   concerning  the  minimum  distribution  of  Shares  on
completion of the Transaction.

7.       REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND THE TARGET

7.1      The Issuer and the Target each  severally  warrant and represent to the
Member,  and  acknowledge  that the  Member has  relied on such  warranties  and
representations in entering into this Agreement, that:


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         (a)      the responses in all personal  information  forms completed by
                  its  directors  and  senior  management  personnel  and  to be
                  provided  to the Member  pursuant  to this  Agreement  will be
                  accurate and complete;

         (b)      the  descriptions of its assets and liabilities set out in its
                  balance sheets, including the notes thereto, to be provided to
                  the  Member  will be true and  correct,  will  accurately  and
                  fairly present its financial  position and condition as at the
                  dates  thereof,   will  reflect  all  liabilities   (absolute,
                  accrued,  contingent or otherwise) as at the dates thereof and
                  will  be  prepared  in  accordance  with  generally   accepted
                  accounting principles, applied on a consistent basis;

         (c)      its statements of earnings,  retained  earnings and changes in
                  financial  position,   including  the  notes  thereto,  to  be
                  provided to the Member will in each case accurately and fairly
                  present the  results of  operations  for the  periods  covered
                  thereby  and will be  prepared in  accordance  with  generally
                  accepted  accounting  principles applied on a consistent basis
                  throughout such periods;

         (d)      its  financial  position  as at the  date  hereof  is no  less
                  favourable  than that  disclosed  in the most  recent  balance
                  sheets provided to the Member;

         (e)      the information concerning the Business which will be provided
                  to the authors of the Reports will be  accurate,  complete and
                  fair, and the Reports,  to the best of its knowledge,  will be
                  fair and accurate in all particulars;

         (f)      to the extent that they are  required to do so, the authors of
                  the Reports will possess all of the qualifications required by
                  the Exchange and the Commissions of authors of such reports;

         (g)      the  information  contained  in the  sources and uses of funds
                  statements  to be  provided  to the Member  hereunder  will be
                  accurate and complete;

         (h)      the execution of this Agreement does not and will not conflict
                  with,  and does not and will not  result  in a breach  of,  or
                  constitute a default  under,  any  agreement or  instrument to
                  which it is a party,  or by which it is bound, or the terms of
                  its incorporating documents;

         (i)      the  execution of this  Agreement  has been  authorized by all
                  necessary corporate action on its part;

         (j)      as of the date hereof:

                  (i)      there has not been any Material Change in its assets,
                           liabilities   or  obligations   (absolute,   accrued,
                           contingent or otherwise);

                  (ii)     there has not been any Material Change in its capital
                           or long-term debt;

                  (iii)    there  has  not  been  any  Material  Change  in  its
                           business   prospects,    condition    (financial   or
                           otherwise) or the results of its operations;


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                                      -8-


                  from those disclosed in the most recent  financial  statements
                  provided  to the  Member  of  which  the  Member  has not been
                  notified;

         (k)      since  the  date  of  the  most  recent  financial  statements
                  provided  to the  Member,  it has  carried on  business in the
                  ordinary course;

         (l)      it is duly registered and licensed to carry on business in the
                  jurisdictions which it carries on business or owns property;

         (m)      no order  suspending the sale of or ceasing the trading in any
                  of its securities  has been issued and not rescinded,  revoked
                  or  withdrawn  by  any   securities   commission,   regulatory
                  authority  or  stock  exchange  in  any  jurisdiction,  and no
                  proceedings  for that  purpose  have  been  instituted  or are
                  pending or are, to the  knowledge  of its  directors or senior
                  management,  contemplated  or  threatened  by  any  securities
                  commission, regulatory authority or stock exchange; and

         (n)      no enquiry or investigation,  formal or informal,  in relation
                  to  it  or  its  directors  or  senior  management,  has  been
                  commenced  or  threatened  by any  official  or officer of any
                  securities commission, regulatory authority or stock exchange.

7.2      The Issuer represents and warrants to the Member, and acknowledges that
the Member has relied on such  representations  and  warranties in entering into
this Agreement, that it has no subsidiaries.

7.3      The Target represents and warrants to the Member, and acknowledges that
the Member has relied upon such  representations and warranties in entering into
this Agreement, that it has no subsidiaries.

7.4      The Issuer and the Target  severally  and  respectively  represent  and
warrant that the representations and warranties of the Issuer and the Target set
forth herein will continue to be true and accurate  throughout  the term of this
Agreement, and the Issuer and the Target will promptly provide written notice to
the Member if the  Issuer or Target  become  aware that any of their  respective
representations  or warranties  set forth in the above  Subsection is or becomes
not true and accurate.

8.       INDEMNITIES

8.1      The Issuer  will  indemnify  and save  harmless  the  Member,  and each
director,   officer,  employee  or  agent  of  the  Member  (collectively,   the
"Indemnified   Parties"),   from  and  against  all  losses,  claims,   damages,
liabilities,  costs  or  expenses  caused  by the  Issuer,  or  incurred  by the
Indemnified Party,  arising or resulting from any breach by the Issuer of any of
the terms of this Agreement (the "Indemnities").

8.2      The Target will  indemnify and save harmless the  Indemnified  Parties,
from and against all losses,  claims,  damages,  liabilities,  costs or expenses
caused by the Target, or incurred by the Indemnified Party, arising or resulting
from any breach by the Target of any of the terms of this Agreement.


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8.3      If any  action or claim is  brought  against  an  Indemnified  Party in
respect of which  indemnity may be sought from the Issuer or the Target pursuant
to this Agreement,  the Indemnified Party will promptly notify the Issuer or the
Target, as the case may be, in writing.

8.4      The Issuer or the  Target,  as the case may be, will assume the defence
of the action or claim,  including the  employment of counsel and the payment of
all expenses.

8.5      The Indemnified  Party will have the right to employ separate  counsel,
and the Issuer or the Target, as the case may be, will pay the fees and expenses
of such counsel.

8.6      The  Indemnities  provided  for in this  Section will not be limited or
otherwise affected by any other indemnity obtained by the Indemnified Party from
any other person in respect of any matters  specified in this Agreement and will
continue  in  full  force  and  effect  until  all  possible  liability  of  the
Indemnified  Party arising out of this  Agreement has been  extinguished  by the
operation of law.

8.7      If  indemnification  under this  Agreement is found in a final judgment
(not subject to further appeal) by a court of competent  jurisdiction  not to be
available  for  reason  of  public  policy,  the  Issuer,  the  Target  and  the
Indemnified Parties will contribute to the losses, claims, damages,  liabilities
or expenses (or actions in respect  thereof) for which such  indemnification  is
held  unavailable  in such  proportion as is appropriate to reflect the relative
benefits  to and fault of the Issuer and the  Target,  on the one hand,  and the
Indemnified Parties on the other hand, in connection with the matter giving rise
to such losses, claims, damages,  liabilities or expenses (or actions in respect
thereof). No person found liable for a fraudulent  misrepresentation (within the
meaning of the Applicable Legislation) will be entitled to contribution from any
person who is not found liable for such fraudulent misrepresentation.

8.8      To the  extent  that  any  Indemnified  Party  is not a  party  to this
Agreement, the Member will obtain and hold the right and benefit of this Section
in trust for and on behalf of such Indemnified Party.

9.       RIGHT OF FIRST REFUSAL

9.1      The Issuer will notify the Member of the terms of any equity  financing
that it requires or proposes to obtain during the term of this Agreement and for
one year from the  Approval  Date (the  "Notice"),  and the Member will have the
right of first  refusal  to  provide  any such  financing  (the  "Right of First
Refusal").

9.2      The Right of First  Refusal must be  exercised by the Member  within 15
days  following the receipt of the Notice (the  "Exercise  Period") by notifying
the  Issuer  that it will  provide  the  financing  on the  terms set out in the
notice.

9.3      If the Member fails to give notice  within the time provided for in the
Exercise  Period,  the Issuer  will then be free to make other  arrangements  to
obtain the financing  from another  source on the same terms or on terms no less
favourable to the Issuer.


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9.4      The Member's  Right of First  Refusal will not terminate if, on receipt
of any notice from the Issuer under this  Section,  the Member fails to exercise
the right.

9.5      The Right of First  Refusal  granted  under this  Section  survives the
termination of this Agreement and terminates  either 12 months from the Approval
Date or 12 months from the termination date, whichever is earlier.

10.      TERMINATION

10.1     The Member may terminate its  Sponsorship  Duties,  resign as a sponsor
and terminate its obligations under this Agreement if:

         (a)      an adverse Material Change (actual, anticipated or threatened)
                  in the assets, liabilities (contingent or otherwise), business
                  operations  or  capital  of the  Issuer or the  Target  should
                  occur;

         (b)      any  order is made  suspending  trading  in the  Shares on the
                  Exchange,  or any  order to cease or  suspend  trading  in the
                  Shares or other securities of the Issuer or the Target is made
                  pursuant to any of the  Applicable  Legislation  or is made by
                  any other regulatory authority, and is not rescinded,  revoked
                  or withdrawn within 30 days of the making thereof;

         (c)      any enquiry or  investigation  (whether formal or informal) in
                  relation  to the  Issuer  or  the  Issuer's  or  the  Target's
                  directors or senior management,  is commenced or threatened by
                  an officer or official of any securities  regulatory authority
                  in Canada or by any officer or official of any other competent
                  authority;

         (d)      the  Issuer or the  Target are at any time in breach of any of
                  the material terms of this Agreement;

         (e)      the  Issuer or the  Target  determines  to make a  Fundamental
                  Change (as defined in the Exchange Policy) to which the Member
                  has notified the Issuer in writing it objects;

         (f)      the  Member,  as a  result  of  conducting  the due  diligence
                  required by the Exchange Sponsorship Policies, determines that
                  it is not satisfied with the results of such due diligence; or

         (g)      the Member determines that any representation or warranty made
                  by the Issuer or the Target in this  Agreement is false or has
                  become false.

10.2     The Member may give notice of any  termination  by notice in writing to
the  Issuer  and  the  Target.  Notwithstanding  the  giving  of any  notice  of
termination under this Agreement,  the Issuer will promptly after the notice pay
all  reasonable  expenses  and  fees as  provided  for in the  Sections  of this
Agreement dealing with the Fee and Expenses of the Member and incurred up to the
time of the giving of such notice.


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10.3     The Issuer and the Target  acknowledge  and agree  that,  if the Member
terminates this Agreement, the Member will comply with all applicable provisions
of the Exchange  Sponsorship  Policies  relating to  termination,  including the
filing of a letter explaining the termination with the Exchange.  In such event,
the Member may disclose to the Exchange such  information  concerning the Issuer
or the Target as the Member in its sole discretion  considers to be necessary to
fulfill its  obligations  to the Exchange and the  requirements  of the Exchange
Sponsorship  Policies,  including information which the Issuer or the Target has
disclosed to the Member on a privileged or confidential basis.

10.4     The  rights of the  Member to  terminate  its  obligations  under  this
Agreement  are in addition  to such other  remedies as it may have in respect of
any  default,  misrepresentation,  act or failure of the Issuer or the Target in
respect of any of the matters contemplated by this Agreement.

10.5     The Issuer or the Target may  dismiss  the Member as its  sponsor  upon
giving 10 days  written  notice to the Member,  however the  obligations  of the
Issuer or the Target outlined in the Sections of this Agreement dealing with the
payment of the Fees and Expenses, the Indemnities and the Right of First Refusal
will continue in full force until such time as these obligations are satisfied.

11.      EXPENSES OF MEMBER

11.1     The Issuer  will pay all of the  expenses  reasonably  incurred  by the
Member in connection  with the  transactions  contemplated by this Agreement and
the Sponsorship Duties, including,  without limitation, the fees and expenses of
any  solicitors  retained  by the  Member in  connection  with the  transactions
contemplated  by this  Agreement  and the  Sponsorship  Duties  and the fees and
expenses  of any  Consultant  retained  by the  Member  in  connection  with the
performance of its Sponsorship Duties (the "Expenses").

11.2     The Member  acknowledges  the  receipt of $10,000 as a deposit  against
such Expenses.

11.3     The Issuer will pay the Expenses even if the transactions  contemplated
by this Agreement are not completed or this Agreement is terminated,  unless the
failure of acceptance or completion or the termination is the result of a breach
of this Agreement by the Member.

11.4     The Member may, from time to time,  render accounts for the Expenses to
the Issuer for payment on the dates set out in such accounts.

11.5     The Issuer's covenant to pay the Expenses shall survive  termination of
this Agreement.

12.      NOTICE

12.1     Any notice  under this  Agreement  will be given in writing and must be
delivered,  sent by fax or mailed by prepaid post and  addressed to the party to
which  notice  is to be given at the  address  indicated  above,  or at  another
address designated by such party in writing.


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                                      -12-


12.2     If  notice  is sent by fax or is  delivered,  it will be deemed to have
been given at the time of transmission or delivery.

12.3     If notice is mailed,  it will be deemed to have been  received 48 hours
following the date of mailing of the notice.

12.4     If there is an  interruption  in normal  mail  service  due to  strike,
labour  unrest  or other  cause at or prior to or  within 48 hours of the time a
notice is mailed the notice will be sent by fax or will be delivered.

12.5     All notices to the Issuer or the Target shall be sent to the  attention
of Nick DeMare and Douglas Turnbull, respectively.

13.      TIME

Time is of the essence of this  Agreement  and will be  calculated in accordance
with the provisions of the INTERPRETATION ACT (British Columbia).

14.      LANGUAGE

Wherever a singular or  masculine  expression  is used in this  Agreement,  that
expression is deemed to include the plural, feminine or the body corporate where
required by the context.

15.      ENTIRE AGREEMENT

This  Agreement  constitutes  the  entire  agreement  and  supersedes  any other
previous agreement between the parties with respect to the Transaction and there
are no other terms,  conditions,  representations or warranties whether express,
implied, oral or written by the Member or the Agent.

16.      COUNTERPARTS

This Agreement may be executed in two or more counterparts and delivered by fax.
Each executed  counterpart will be deemed to be an original and all of them will
constitute one agreement, effective as of the reference date given above.

17.      HEADINGS

The headings in this Agreement are for  convenience of reference only and do not
affect the interpretation of this Agreement.

18.      ENUREMENT

This  Agreement  enures to the  benefit of and is binding on the parties to this
Agreement and their successors.


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                                      -13-


19.      LAW

This  Agreement  is  governed  by the law of British  Columbia,  and the parties
hereto  irrevocably  attorn  and  submit to the  jurisdiction  of the  courts of
British Columbia with respect to any dispute related to this Agreement.

                              CANACCORD CAPITAL CORPORATION

                              Per:  /s/ Peter Brown
                                    -------------------------------------------
                                    Authorized Signatory
                              Per:
                                    -------------------------------------------
                                    Authorized Signatory

                              BARADERO RESOURCES LIMITED

                              Per:  /s/  Nick DeMare
                                    -------------------------------------------
                                    Authorized Signatory
                              Per:
                                    -------------------------------------------
                                    Authorized Signatory

                              CENTRASIA MINING CORP.

                              Per:   /s/ Douglas Turnbull
                                    -------------------------------------------
                                    Authorized Signatory
                              Per:
                                    -------------------------------------------
                                    Authorized Signatory





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