EXHIBIT 4.26

                        Surplus Security Escrow Agreement

                            dated September 12, 2005




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                                                                          TSX
                                                            TSX VENTURE
                                                               EXCHANGE



                                     FORM 5D

                                ESCROW AGREEMENT
                                SURPLUS SECURITY


THIS AGREEMENT is made as of the 12th day of September, 2005


AMONG:

                           Baradero Resources Limited
                           Suite 1305, 1090 West Georgia Street
                           Vancouver, BC  V6E 3V7

                           (the "ISSUER")

AND:

                           Computershare Investor Services Inc.
                           510 Burrard Street, 2nd Floor
                           Vancouver, BC  V6C 3B9

                           (the "ESCROW AGENT")

AND:

                           EACH OF THE UNDERSIGNED SECURITYHOLDERS OF THE
                           ISSUER

                           (a "SECURITYHOLDER" or "YOU")

                           (collectively, the "PARTIES")

THIS AGREEMENT is being entered into by the Parties under Exchange  POLICY 5.4 -
ESCROW,  VENDOR CONSIDERATION AND RESALE RESTRICTIONS (the POLICY) in connection
with a Reverse  Takeover.  The Issuer is a Tier 2 Issuer as  described in POLICY
2.1 - MINIMUM LISTING REQUIREMENTS.

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FORM 5D                         ESCROW AGREEMENT                         PAGE 1
(AS AT AUGUST 2002)


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FOR GOOD AND VALUABLE CONSIDERATION, the Parties agree as follows:

PART 1   ESCROW

1.1      APPOINTMENT OF ESCROW AGENT

The Issuer and the  Securityholders  appoint  the Escrow  Agent to act as escrow
agent under this Agreement. The Escrow Agent accepts the appointment.


1.2      DEPOSIT OF ESCROW SECURITIES IN ESCROW

(1)      You are depositing the securities  (ESCROW  SECURITIES) listed opposite
         your name in  Schedule  "A" with the Escrow  Agent to be held in escrow
         under  this  Agreement.  You will  immediately  deliver  or cause to be
         delivered to the Escrow Agent any share  certificates or other evidence
         of these securities which you have or which you may later receive.

(2)      If you receive any other securities (ADDITIONAL ESCROW SECURITIES):

         (a)      as a dividend or other distribution on escrow securities;

         (b)      on the exercise of a right of purchase, conversion or exchange
                  attaching to escrow securities,  including securities received
                  on conversion of special warrants;

         (c)      on a  subdivision,  or compulsory  or automatic  conversion or
                  exchange of escrow securities; or

         (d)      from a successor issuer in a business  combination,  if Part 6
                  of this Agreement applies,

         you will deposit them in escrow with the Escrow Agent. You will deliver
         or cause to be delivered to the Escrow Agent any share  certificates or
         other  evidence  of  those  additional  escrow  securities.  When  this
         Agreement refers to ESCROW  SECURITIES,  it includes  additional escrow
         securities.

(3)      You will immediately  deliver to the Escrow Agent any replacement share
         certificates or other evidence of additional  escrow  securities issued
         to you.

1.3      DIRECTION TO ESCROW AGENT

The Issuer and the  Securityholders  direct the Escrow  Agent to hold the escrow
securities in escrow until they are released from escrow under this Agreement.

PART 2   RELEASE OF ESCROW SECURITIES

2.1      RELEASE PROVISIONS

The provisions of Schedule B(4) - Surplus  Security Escrow  Agreement for Tier 2
Issuer is incorporated into and forms part of this Agreement.


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FORM 5D                         ESCROW AGREEMENT                         PAGE 2
(AS AT AUGUST 2002)

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2.2      ADDITIONAL ESCROW SECURITIES

If you acquire  additional  escrow securities in connection with the transaction
to  which  this  agreement  relates,  those  securities  will  be  added  to the
securities  already in  escrow,  to  increase  the  number of  remaining  escrow
securities.  After  that,  all of the  escrow  securities  will be  released  in
accordance with the applicable release schedule.

2.3      ADDITIONAL REQUIREMENTS FOR TIER 2 SURPLUS ESCROW SECURITIES

Where  securities  are  subject to a Tier 2 Surplus  Security  Escrow  Agreement
[Schedule B(4)], the following additional conditions apply:

(1)      The  escrow  securities  will  be  cancelled  if the  asset,  property,
         business or interest  therein in  consideration of which the securities
         were issued, is lost, or abandoned, or the operations or development of
         such asset, property or business is discontinued.

(2)      The Escrow Agent will not release escrow  securities  from escrow under
         schedule B(4) unless the Escrow Agent has received,  within the 15 days
         prior to the release date, a certificate from the Issuer that:

         (a)      is signed by two directors or officers of the Issuer;

         (b)      is dated not more than 30 days prior to the release date;

         (c)      states  that the assets for which the escrow  securities  were
                  issued (the  "Assets")  were included as assets on the balance
                  sheet of the Issuer in the most  recent  financial  statements
                  filed by the Issuer with the Exchange; and

         (d)      states that the Issuer has no  reasonable  knowledge  that the
                  Assets will not be included as assets on the balance  sheet of
                  the Issuer in the next financial statements to be filed by the
                  Issuer with the Exchange.

(3)      If, at any time during the term of this Agreement,  the Escrow Agent is
         prohibited from releasing escrow securities on a release date specified
         schedule  B(4) as a result of  section  2.3(2)  above,  then the Escrow
         Agent will not  release  any  further  escrow  securities  from  escrow
         without the written consent of the Exchange.

(4)      If as a result of this  section  2.3, the Escrow Agent does not release
         escrow securities from escrow for a period of five years, then:

         (a)      the Escrow Agent will deliver a notice to the Issuer, and will
                  include with the notice any certificates that the Escrow Agent
                  holds which evidence the escrow securities; and

         (b)      the Issuer and the Escrow Agent will  take  such  action as is
                  necessary to cancel the escrow securities.

(5)      For the  purposes  of  cancellation  of escrow  securities  under  this
         section,  each Securityholder  irrevocably appoints the Escrow Agent as
         his or her attorney, with authority to appoint substitute attorneys, as
         necessary.


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FORM 5D                         ESCROW AGREEMENT                         PAGE 3
(AS AT AUGUST 2002)

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2.4      DELIVERY OF SHARE CERTIFICATES FOR ESCROW SECURITIES

The Escrow  Agent will send to each  Securityholder  any share  certificates  or
other evidence of that  Securityholder's  escrow securities in the possession of
the Escrow Agent  released from escrow as soon as reasonably  practicable  after
the release.

2.5      REPLACEMENT CERTIFICATES

If, on the date a  Securityholder's  escrow  securities are to be released,  the
Escrow  Agent holds a share  certificate  or other  evidence  representing  more
escrow  securities  than are to be  released,  the Escrow Agent will deliver the
share  certificate  or other  evidence to the Issuer or its  transfer  agent and
request replacement share certificates or other evidence.  The Issuer will cause
replacement share certificates or other evidence to be prepared and delivered to
the  Escrow  Agent.  After the  Escrow  Agent  receives  the  replacement  share
certificates or other evidence, the Escrow Agent will send to the Securityholder
or at the Securityholder's direction, the replacement share certificate or other
evidence of the escrow securities released. The Escrow Agent and Issuer will act
as soon as reasonably practicable.

2.6      RELEASE UPON DEATH

(1)      If a Securityholder dies, the  Securityholder's  escrow securities will
         be  released  from  escrow.  The Escrow  Agent will  deliver  any share
         certificates  or  other  evidence  of  the  escrow  securities  in  the
         possession   of  the  Escrow  Agent  to  the   Securityholder's   legal
         representative provided that:

         (a)      the  legal  representative  of  the  deceased   Securityholder
                  provides  written  notice  to the  Exchange  of the  intent to
                  release the escrow  securities as at a specified date which is
                  at least 10 business  days and not more than 30 business  days
                  prior to the proposed release; and

         (b)      the Exchange  does not provide  notice of its objection to the
                  Escrow  Agent  prior to 10:00 a.m.  (Vancouver  time) or 11:00
                  a.m. (Calgary time) on such specified date.

(2)      Prior to delivery the Escrow Agent must receive:

         (a)      a certified copy of the death certificate; and

         (b)      any  evidence of  the legal  representative's  status that the
                  Escrow Agent may reasonably require.

2.7      EXCHANGE DISCRETION TO TERMINATE

If the Escrow  Agent  receives a request  from the Exchange to halt or terminate
the release of escrow securities from escrow,  then the Escrow Agent will comply
with that request,  and will not release any escrow securities from escrow until
it receives the written consent of the Exchange.

2.8      DISCRETIONARY APPLICATIONS

The  Exchange  may consent to the release  from escrow of escrow  securities  in
other  circumstances  and on  terms  and on  conditions  it  deems  appropriate.
Securities  may be released from escrow  provided that the Escrow Agent receives
written notice from the Exchange.


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FORM 5D                         ESCROW AGREEMENT                         PAGE 4
(AS AT AUGUST 2002)

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PART 3   EARLY RELEASE ON CHANGE OF ISSUER STATUS

3.1      EARLY RELEASE - GRADUATION TO TIER 1

(1)      When a  Tier 2 Issuer becomes a Tier 1 Issuer, the release schedule for
         its escrow securities changes.

(2)      If the Issuer  reasonably  believes  that it meets the Minimum  Listing
         Requirements  of a Tier 1 Issuer as  described  in POLICY 2.1 - MINIMUM
         LISTING  REQUIREMENTS,  the Issuer may make application to the Exchange
         to be listed  as a Tier 1 Issuer.  The  Issuer  must also  concurrently
         provide  notice  to  the  Escrow  Agent  that  it  is  making  such  an
         application.

(3)      If the  graduation to Tier 1 is accepted by the Exchange,  the Exchange
         will issue an Exchange Bulletin confirming final acceptance for listing
         of the Issuer on Tier 1. Upon issuance of this Bulletin the Issuer must
         immediately:

         (a)      issue a news release:

                  (i)     disclosing that it has been accepted for graduation to
                          Tier 1; and

                  (ii)    disclosing  the  number  of  escrow  securities  to be
                          released  and  the  dates  of  release  under  the new
                          schedule; and

         (b)      provide the news release, together with a copy of the Exchange
                  Bulletin, to the Escrow Agent.

(4)      Upon  completion  of  the steps  in section 3.1(3) above, the  Issuer's
         release schedule will be replaced as follows:

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APPLICABLE SCHEDULE PRE-GRADUATION           APPLICABLE SCHEDULE POST-GRADUATION
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Schedule B(4)                                Schedule B(3)
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(5)      Within 10 days of the Exchange Bulletin confirming the Issuer's listing
         on Tier 1, the Escrow  Agent must  release any escrow  securities  from
         escrow  securities which under the new release schedule would have been
         releasable at a date prior to the Exchange Bulletin.

PART 4   DEALING WITH ESCROW SECURITIES

4.1      RESTRICTION ON TRANSFER, ETC.

Unless it is expressly permitted in this Agreement, you will not sell, transfer,
assign, mortgage,  enter into a derivative transaction concerning,  or otherwise
deal in any way with your escrow securities or any related share certificates or
other  evidence  of the  escrow  securities.  If a  Securityholder  is a private
company  controlled by one or more Principals of the Issuer,  the Securityholder
may not participate in a transaction  that results in a change of its control or
a change in the  economic  exposure  of the  Principals  to the risks of holding
escrow securities.

4.2      PLEDGE, MORTGAGE OR CHARGE AS COLLATERAL FOR A LOAN

Subject to Exchange acceptance,  you may pledge,  mortgage or charge your escrow
securities to a financial institution as collateral for a loan, provided that no
escrow  securities  or any  share  certificates  or  other  evidence  of  escrow
securities will be transferred or delivered by the Escrow Agent to the financial
institution  for this purpose.  The loan  agreement must provide that the escrow
securities will remain in escrow if the lender realizes on the escrow securities
to satisfy the loan.


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FORM 5D                         ESCROW AGREEMENT                         PAGE 5
(AS AT AUGUST 2002)

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4.3      VOTING OF ESCROW SECURITIES

Although you may exercise voting rights attached to your escrow securities,  you
may not,  while your  securities  are held in  escrow,  exercise  voting  rights
attached to any securities  (whether in escrow or not) in support of one or more
arrangements  that would result in the  repayment  of capital  being made on the
escrow securities prior to a winding up of the Issuer.

4.4      DIVIDENDS ON ESCROW SECURITIES

You may receive a dividend or other distribution on your escrow securities,  and
elect the manner of payment from the standard options offered by the Issuer.  If
the Escrow  Agent  receives  a dividend  or other  distribution  on your  escrow
securities,  other than additional escrow securities,  the Escrow Agent will pay
the dividend or other distribution to you on receipt.

4.5      EXERCISE OF OTHER RIGHTS ATTACHING TO ESCROW SECURITIES

You may exercise  your rights to exchange or convert your escrow  securities  in
accordance with this agreement.

PART 5       PERMITTED TRANSFERS WITHIN ESCROW

5.1      TRANSFER TO DIRECTORS AND SENIOR OFFICERS

(1)      You may transfer escrow  securities  within escrow to existing or, upon
         their appointment,  incoming directors or senior officers of the Issuer
         or any of its material operating subsidiaries, if the Issuer's board of
         directors has approved the transfer and provided that:

         (a)      you make  application to transfer under the Policy at least 10
                  business days and not more than 30 business days prior to  the
                  date of the proposed transfer; and

         (b)      the Exchange  does not provide  notice of its objection to the
                  Escrow  Agent  prior to 10:00 a.m.  (Vancouver  time) or 11:00
                  a.m. (Calgary time) on such specified date.

(2)      Prior to the transfer the Escrow Agent must receive:

         (a)      a certified  copy of the  resolution of the board of directors
                  of the Issuer approving the transfer;

         (b)      a  certificate  signed by a director  or officer of the Issuer
                  authorized to sign, stating that the transfer is to a director
                  or  senior  officer  of the  Issuer  or a  material  operating
                  subsidiary and that any required  acceptance from the Exchange
                  the Issuer is listed on has been received;

         (c)      an  acknowledgment  in the  form  of  Form  5E  signed  by the
                  transferee; and

         (d)      a transfer  power of attorney,  completed  and executed by the
                  transferor in accordance with the requirements of the Issuer's
                  transfer agent.

5.2      TRANSFER TO OTHER PRINCIPALS

(1)      You may transfer escrow securities within escrow:


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FORM 5D                         ESCROW AGREEMENT                         PAGE 6
(AS AT AUGUST 2002)

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         (a)      to a person or company that before the proposed transfer holds
                  more than 20% of the voting  rights  attached to the  Issuer's
                  outstanding securities; or

         (b)      to a person or company that after the proposed transfer

                  (i)      will hold more than 10% of the voting rights attached
                           to the Issuer's outstanding securities, and

                  (ii)     has  the  right  to  elect  or  appoint  one or  more
                           directors or senior  officers of the Issuer or any of
                           its material operating subsidiaries,

                           provided that:

         (c)      you make an  application to transfer under the Policy at least
                  10 business  days and not  more than 30 business days prior to
                  the date of the proposed transfer; and

         (d)      the Exchange  does not provide  notice of its objection to the
                  Escrow  Agent  prior to 10:00 a.m.  (Vancouver  time) or 11:00
                  a.m. (Calgary time) on such specified date.

(2)      Prior to the transfer the Escrow Agent must receive:

         (a)      a  certificate signed by a director or officer  of the  Issuer
                  authorized to sign, stating that:
                  (i)      the  transfer  is to a  person  or  company  that the
                           officer  believes,  after  reasonable  investigation,
                           holds more than 20% of the voting rights  attached to
                           the  Issuer's   outstanding   securities  before  the
                           proposed transfer; or

                  (ii)     the transfer is to a person or company that:

                           (A)      the  officer   believes,   after  reasonable
                                    investigation,  will  hold  more than 10% of
                                    the voting  rights  attached to the Issuer's
                                    outstanding securities; and

                           (B)      has the  right to elect  or  appoint  one or
                                    more  directors  or senior  officers  of the
                                    Issuer  or  any of  its  material  operating
                                    subsidiaries

                           after the proposed transfer; and

                  (iii)    any required  approval from the Exchange or any other
                           exchange  on which  the  Issuer  is  listed  has been
                           received;

         (b)      an  acknowledgment  in  the  form  of  Form  5E  signed by the
                  transferee; and

         (c)      a transfer  power of attorney,  completed  and executed by the
                  transferor in accordance with the requirements of the Issuer's
                  transfer agent.

5.3      TRANSFER UPON BANKRUPTCY

(1)      You may  transfer  escrow  securities  within  escrow  to a  trustee in
         bankruptcy or another person or company  entitled to escrow  securities
         on bankruptcy provided that:

         (a)      you make  application to transfer under the Policy at least 10
                  business days  and not more than 30 business days prior to the
                  date of the proposed transfer; and


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FORM 5D                         ESCROW AGREEMENT                         PAGE 7
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         (b)      the Exchange  does not provide  notice of its objection to the
                  Escrow  Agent  prior to 10:00 a.m.  (Vancouver  time) or 11:00
                  a.m. (Calgary time) on such specified date.

(2)      Prior to the transfer, the Escrow Agent must receive:

         (a)      a certified copy of either

                  (i)      the  assignment  in   bankruptcy   filed   with   the
                           Superintendent of Bankruptcy, or

                  (ii)     the receiving  order  adjudging  the   Securityholder
                           bankrupt;

         (b)      a  certified  copy  of  a  certificate  of  appointment of the
                  trustee in bankruptcy;

         (c)      a transfer  power of attorney,  duly completed and executed by
                  the  transferor in  accordance  with the  requirements  of the
                  Issuer's transfer agent; and


         (d)      an acknowledgment in the form of Form 5E signed by

                  (i)      the trustee in bankruptcy or

                  (ii)     on direction from the trustee, with  evidence of that
                           direction  attached  to  the  acknowledgement   form,
                           another person or  company  legally  entitled  to the
                           escrow securities.

5.4      TRANSFER UPON REALIZATION OF PLEDGED, MORTGAGED OR CHARGED ESCROW
         SECURITIES

(1)      You may  transfer  escrow  securities  you have  pledged,  mortgaged or
         charged under section 4.2 to a financial  institution as collateral for
         a loan within escrow to the lender on realization provided that:

         (a)      you make  application to transfer under the Policy at least 10
                  business days  and not more than 30 business days prior to the
                  date of the proposed transfer; and

         (b)      the Exchange  does not provide  notice of its objection to the
                  Escrow  Agent  prior to 10:00 a.m.  (Vancouver  time) or 11:00
                  a.m. (Calgary time) on such specified date.

(2)      Prior to the transfer the Escrow Agent must receive:

         (a)      a  statutory  declaration  of  an  officer  of  the  financial
                  institution that the financial institution is legally entitled
                  to the escrow securities;

         (b)      evidence  that the Exchange has accepted the pledge,  mortgage
                  or charge of escrow securities to the financial institution;

         (c)      a transfer  power of attorney,  executed by the  transferor in
                  accordance  with the  requirements  of the  Issuer's  transfer
                  agent; and

         (d)      an  acknowledgement  in the  form  of Form  5E  signed  by the
                  financial institution.



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FORM 5D                         ESCROW AGREEMENT                         PAGE 8
(AS AT AUGUST 2002)

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5.5      TRANSFER TO CERTAIN PLANS AND FUNDS

(1)      You may  transfer  escrow  securities  within  escrow  to or  between a
         registered retirement savings plan (RRSP), registered retirement income
         fund (RRIF) or other  similar  registered  plan or fund with a trustee,
         where the beneficiaries of the plan or fund are limited to you and your
         spouse, children and parents provided that:

         (a)      you make  application to transfer under the Policy at least 10
                  business days and not more than 30 business days prior  to the
                  date of the proposed transfer; and

         (b)      the Exchange  does not provide  notice of its objection to the
                  Escrow  Agent  prior to 10:00 a.m.  (Vancouver  time) or 11:00
                  a.m. (Calgary time) on such specified date.

(2)      Prior to the transfer the Escrow Agent must receive:

         (a)      evidence from the trustee of the  transferee  plan or fund, or
                  the  trustee's  agent,  stating  that,  to  the  best  of  the
                  trustee's knowledge,  the annuitant of the RRSP or RRIF or the
                  beneficiaries  of the  other  registered  plan  or fund do not
                  include any person or company  other than you and your spouse,
                  children and parents;

         (b)      a transfer  power of attorney,  executed by the  transferor in
                  accordance  with the  requirements  of the  Issuer's  transfer
                  agent; and

         (c)      an  acknowledgement  in the  form  of Form  5E  signed  by the
                  trustee of the plan or fund.

5.6      EFFECT OF TRANSFER WITHIN ESCROW

After the transfer of escrow  securities  within escrow,  the escrow  securities
will remain in escrow and  released  from escrow  under this  Agreement as if no
transfer has occurred,  on the same terms that applied before the transfer.  The
Escrow Agent will not deliver any share  certificates  or other  evidence of the
escrow securities to transferees under this Part 5.

5.7      DISCRETIONARY APPLICATIONS

The Exchange may consent to the transfer  within escrow of escrow  securities in
other circumstances and on such terms and conditions as it deems appropriate.

PART 6        BUSINESS COMBINATIONS

6.1      BUSINESS COMBINATIONS

This Part applies to the following (BUSINESS COMBINATIONS):

(a)      a formal take-over bid for all outstanding  securities of the Issuer or
         which, if successful, would result in a change of control of the Issuer

(b)      a formal issuer bid for all outstanding equity securities of the Issuer

(c)      a statutory arrangement



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FORM 5D                         ESCROW AGREEMENT                         PAGE 9
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(d)      an amalgamation

(e)      a merger

(f)      a  reorganization  that has an effect  similar  to an  amalgamation  or
         merger

6.2      DELIVERY TO ESCROW AGENT

(1)      You may  tender  your  escrow  securities  to a person or  company in a
         business combination. At least five business days prior to the date the
         escrow securities must be tendered under the business combination,  you
         must deliver to the Escrow Agent:

         (a)      a written  direction  signed by you that  directs  the  Escrow
                  Agent  to  deliver  to  the  depositary   under  the  business
                  combination  any share  certificates  or other evidence of the
                  escrow securities and a completed and executed cover letter or
                  similar  document  and,  where  required,  transfer  power  of
                  attorney  completed  and executed  for transfer in  accordance
                  with the  requirements  of the  Issuer's  depository,  and any
                  other documentation  specified or provided by you and required
                  to  be  delivered  to  the   depositary   under  the  business
                  combination;

         (b)      written consent of the Exchange; and

         (c)      any other information  concerning the business  combination as
                  the Escrow Agent may reasonably require.

6.3      DELIVERY TO DEPOSITARY

(1)      As soon as reasonably practicable, and in any event no later than three
         business  days  after the  Escrow  Agent  receives  the  documents  and
         information  required  under section 6.2, the Escrow Agent will deliver
         to  the  depositary,  in  accordance  with  the  direction,  any  share
         certificates or other evidence of the escrow  securities,  and a letter
         addressed to the depositary that

         (a)      identifies the escrow securities that are being tendered;

         (b)      states that the escrow securities are held in escrow;

         (c)      states that the escrow  securities  are delivered only for the
                  purposes  of the  business  combination  and that they will be
                  released from escrow only after the Escrow Agent  receives the
                  information described in section 6.4;

         (d)      if any share  certificates  or other  evidence  of the  escrow
                  securities have been delivered to the depositary, requires the
                  depositary  to  return  to  the  Escrow  Agent,   as  soon  as
                  practicable,  the  share  certificates  or other  evidence  of
                  escrow  securities  that are not released from escrow into the
                  business combination; and

         (e)      where applicable,  requires the depositary to deliver or cause
                  to be delivered to the Escrow Agent,  as soon as  practicable,
                  share  certificates  or other  evidence of  additional  escrow
                  securities that you acquire under the business combination.



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FORM 5D                         ESCROW AGREEMENT                         PAGE 10
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6.4      RELEASE OF ESCROW SECURITIES TO DEPOSITARY

(1)      The  Escrow  Agent  will  release  from  escrow  the   tendered  escrow
         securities provided that:

         (a)      you or the Issuer make  application  to release  the  tendered
                  securities  under the  Policy  on a date at least 10  business
                  days and not more than 30  business  days prior to the date of
                  the proposed release date; and

         (b)      the Exchange  does not provide  notice of its objection to the
                  Escrow  Agent  prior to 10:00 a.m.  (Vancouver  time) or 11:00
                  a.m. (Calgary time) on such specified date;

         (c)      the  Escrow  Agent  receives  a  declaration   signed  by  the
                  depositary  or, if the direction  identifies the depositary as
                  acting on behalf of  another  person or  company in respect of
                  the  business  combination,  by that other  person or company,
                  that

                  (i)      the terms and conditions of the business  combination
                           have been met or waived; and

                  (ii)     the escrow  securities  have either been taken up and
                           paid  for  or  are   subject   to  an   unconditional
                           obligation  to be taken up and  paid  for  under  the
                           business combination.

6.5      ESCROW OF NEW SECURITIES

(1)      If you receive securities (NEW SECURITIES) of another issuer (SUCCESSOR
         ISSUER) in exchange for your escrow securities, the new securities will
         be  subject  to  escrow  in   substitution   for  the  tendered  escrow
         securities,  unless,  immediately  after  completion  of  the  business
         combination,

         (a)      the  successor  issuer  is  an exempt issuer as defined in the
                  National Policy;

         (b)      the escrow  holder  was  subject  to a Value  Security  Escrow
                  Agreement and is not a Principal of the successor issuer; and

         (c)      the escrow  holder  holds  less than 1% of the  voting  rights
                  attached to the successor issuer's outstanding securities. (In
                  calculating  this percentage,  include  securities that may be
                  issued to the  escrow  holder  under  outstanding  convertible
                  securities in both the escrow holders securities and the total
                  securities outstanding.)

6.6      RELEASE FROM ESCROW OF NEW SECURITIES

(1)      The Escrow Agent will send to a  Securityholder  share  certificates or
         other  evidence  of the  Securityholder's  new  securities  as  soon as
         reasonably practicable after the Escrow Agent receives

         (a)      a  certificate from the successor  issuer signed by a director
                  or officer of the successor issuer authorized to sign

                  (i)      stating  that it is a successor  issuer to the Issuer
                           as a result of a business combination;

                  (ii)     containing a list of the  securityholders  whose  new
                           securities are subject to escrow under section 6.5;


--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 11
(AS AT AUGUST 2002)


<PAGE>

                  (iii)    containing a list of the  securityholders  whose  new
                           securities  are  not subject  to escrow under section
                           6.5;

         (b)      written  confirmation  from the Exchange  that it has accepted
                  the  list of  Securityholders  whose  new  securities  are not
                  subject to escrow under section 6.5; and

(2)      The escrow securities of the  Securityholders  whose securities are not
         subject to escrow under section 6.5,  will be released,  and the Escrow
         Agent will send any share  certificates or other evidence of the escrow
         securities in the  possession  of the Escrow Agent in  accordance  with
         section 2.4.

(3)      If your new  securities  are subject to escrow,  unless  subsection (4)
         applies,  the Escrow Agent will hold your new  securities  in escrow on
         the same terms and conditions,  including  release dates, as applied to
         the escrow securities that you exchanged.

(4)      If the Issuer is a Tier 2 Issuer and the  successor  issuer is a Tier 1
         Issuer, the release provisions in section 3.1(4) relating to graduation
         will apply.

PART 7        RESIGNATION OF ESCROW AGENT

7.1      RESIGNATION OF ESCROW AGENT

(1)      If the Escrow Agent wishes to resign as escrow agent,  the Escrow Agent
         will give written notice to the Issuer and the Exchange.

(2)      If the Issuer wishes to terminate the Escrow Agent as escrow agent, the
         Issuer will give written notice to the Escrow Agent and the Exchange.

(3)      If the Escrow  Agent  resigns  or is  terminated,  the  Issuer  will be
         responsible  for  ensuring  that the Escrow Agent is replaced not later
         than the  resignation or termination  date by another escrow agent that
         is acceptable  to the Exchange and that has accepted such  appointment,
         which   appointment   will   be   binding   on  the   Issuer   and  the
         Securityholders.

(4)      The  resignation  or termination of the Escrow Agent will be effective,
         and the Escrow Agent will cease to be bound by this  Agreement,  on the
         date that is 60 days after the date of receipt of the notices  referred
         to above by the Escrow Agent or Issuer, as applicable, or on such other
         date  as  the  Escrow   Agent  and  the  Issuer  may  agree  upon  (the
         "resignation  or termination  date"),  provided that the resignation or
         termination  date  will  not be less  than 10  business  days  before a
         release date.

(5)      If the Issuer has not appointed a successor escrow agent within 60 days
         of the resignation or termination date, the Escrow Agent will apply, at
         the  Issuer's  expense,  to a court of competent  jurisdiction  for the
         appointment   of  a  successor   escrow  agent,   and  the  duties  and
         responsibilities  of the Escrow Agent will cease  immediately upon such
         appointment.

(6)      On any new appointment  under this section,  the successor Escrow Agent
         will be vested with the same powers,  rights, duties and obligations as
         if it had been  originally  named herein as Escrow  Agent,  without any
         further  assurance,  conveyance,  act or deed. The  predecessor  Escrow
         Agent,  upon  receipt of payment  for any  outstanding  account for its
         services and expenses then unpaid, will transfer,  deliver and pay over
         to the  successor  Escrow Agent,  who will be entitled to receive,  all
         securities,  records or other property on deposit with the  predecessor
         Escrow Agent in relation to this Agreement and the  predecessor  Escrow
         Agent will thereupon be discharged as Escrow Agent.



--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 12
(AS AT AUGUST 2002)

<PAGE>


(7)      If any changes are made to Part 8 of this  Agreement as a result of the
         appointment  of the successor  Escrow Agent,  those changes must not be
         inconsistent  with the Policy and the terms of this  Agreement  and the
         Issuer to this  Agreement will fie a copy of the new Agreement with the
         Exchange.

PART 8        OTHER CONTRACTUAL ARRANGEMENTS

8.1      ESCROW AGENT NOT A TRUSTEE

The Escrow Agent accepts duties and responsibilities  under this Agreement,  and
the escrow  securities  and any share  certificates  or other  evidence of these
securities, solely as a custodian, bailee and agent. No trust is intended to be,
or is or will be,  created  hereby  and the  Escrow  Agent  shall  owe no duties
hereunder as a trustee.

8.2      ESCROW AGENT NOT RESPONSIBLE FOR GENUINENESS

The Escrow Agent will not be  responsible  or liable in any manner  whatever for
the  sufficiency,  correctness,  genuineness or validity of any escrow  security
deposited with it.

8.3      ESCROW AGENT NOT RESPONSIBLE FOR FURNISHED INFORMATION

The Escrow Agent will have no responsibility for seeking, obtaining,  compiling,
preparing or determining the accuracy of any information or document,  including
the  representative  capacity in which a party  purports to act, that the Escrow
Agent  receives as a condition  to a release from escrow or a transfer of escrow
securities within escrow under this Agreement.

8.4      ESCROW AGENT NOT RESPONSIBLE AFTER RELEASE

The Escrow Agent will have no  responsibility  for escrow securities that it has
released to a Securityholder  or at a  Securityholder's  direction  according to
this Agreement.

8.5      INDEMNIFICATION OF ESCROW AGENT

The  Issuer  and each  Securityholder  hereby  jointly  and  severally  agree to
indemnify and hold harmless the Escrow Agent, its affiliates,  and their current
and former  directors,  officers,  employees and agents from and against any and
all claims, demands, losses,  penalties,  costs, expenses, fees and liabilities,
including,  without limitation,  legal fees and expenses, directly or indirectly
arising out of, in  connection  with, or in respect of, this  Agreement,  except
where  same  result  directly  and  principally  from gross  negligence,  wilful
misconduct or bad faith on the part of the Escrow Agent. This indemnity survives
the release of the escrow  securities,  the  resignation  or  termination of the
Escrow Agreement and the termination of this Agreement.

8.6       ADDITIONAL PROVISIONS

(1)      The Escrow  Agent will be  protected  in acting and relying  reasonably
         upon  any   notice,   direction,   instruction,   order,   certificate,
         confirmation,  request, waiver, consent, receipt, statutory declaration
         or other paper or document  (collectively  referred to as  "Documents")
         furnished  to it and  purportedly  signed  by  any  officer  or  person
         required to or entitled to execute and deliver to the Escrow  Agent any
         such Document in connection with this Agreement, not only as to its due
         execution and the validity and  effectiveness  of its  provisions,  but
         also as to the truth or accuracy of any information  therein contained,
         which it in good faith believes to be genuine.



--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 13
(AS AT AUGUST 2002)


<PAGE>


(2)      The  Escrow  Agent will not be bound by any notice of a claim or demand
         with  respect  thereto,   or  any  waiver,   modification,   amendment,
         termination  or rescission of this Agreement  unless  received by it in
         writing,  and signed by the other Parties and approved by the Exchange,
         and,  if the  duties or  indemnification  of the  Escrow  Agent in this
         Agreement are affected, unless it has given its prior written consent.

(3)      The Escrow  Agent may  consult  with or retain  such legal  counsel and
         advisors as it may  reasonably  require for the purpose of  discharging
         its duties or determining  its rights under this Agreement and may rely
         and act upon the advice of such  counsel or advisor.  The Escrow  Agent
         will give written notice to the Issuer as soon as  practicable  that it
         has retained  legal counsel or other  advisors.  The Issuer will pay or
         reimburse  the  Escrow  Agent for any  reasonable  fees,  expenses  and
         disbursements of such counsel or advisors.

(4)      In the  event  of any  disagreement  arising  under  the  terms of this
         Agreement,  the Escrow Agent will be entitled, at its option, to refuse
         to comply  with any and all  demands  whatsoever  until the  dispute is
         settled either by a written  agreement  among the Parties or by a court
         of competent jurisdiction.

(5)      The  Escrow  Agent  will have no duties or  responsibilities  except as
         expressly  provided  in  this  Agreement  and  will  have  no  duty  or
         responsibility  under the Policy or arising under any other  agreement,
         including any  agreement  referred to in this  Agreement,  to which the
         Escrow Agent is not a party.

(6)      The Escrow  Agent will have the right not to act and will not be liable
         for  refusing  to act  unless  it has  received  clear  and  reasonable
         documentation  that  complies  with the terms of this  Agreement.  Such
         documentation  must not  require  the  exercise  of any  discretion  or
         independent judgment.

(7)      The  Escrow  Agent  is  authorized  to  cancel  any  share  certificate
         delivered to it and hold such  Securityholder's  escrow  securities  in
         electronic,  or  uncertificated  form  only,  pending  release  of such
         securities from escrow.

(8)      The Escrow Agent will have no responsibility with respect to any escrow
         securities in respect of which no share  certificate  or other evidence
         or  electronic  or  uncertificated  form of these  securities  has been
         delivered to it, or otherwise received by it.

8.7      LIMITATION OF LIABILITY OF ESCROW AGENT

The Escrow  Agent  will not be liable to any of the  Parties  hereunder  for any
action  taken or  omitted  to be taken by it under or in  connection  with  this
Agreement, except for losses directly, principally and immediately caused by its
bad faith,  wilful misconduct or gross negligence.  Under no circumstances  will
the Escrow Agent be liable for any special, indirect, incidental, consequential,
exemplary,  aggravated or punitive  losses or damages  hereunder,  including any
loss of profits,  whether  foreseeable  or  unforeseeable.  Notwithstanding  the
foregoing  or any  other  provision  of this  Agreement,  in no  event  will the
collective  liability  of the  Escrow  Agent  under or in  connection  with this
Agreement to any one or more Parties,  except for losses  directly caused by its
bad faith or willful misconduct, exceed the amount of its annual fees under this
Agreement or the amount of three thousand dollars ($3,000.00),  whichever amount
shall be greater.

8.8      REMUNERATION OF ESCROW AGENT

The Issuer will pay the Escrow Agent  reasonable  remuneration  for its services
under this Agreement, which fees are subject to revision from time to time on 30
days'  written  notice.  The Issuer  will  reimburse  the  Escrow  Agent for its
expenses and disbursements. Any amount due under this section and unpaid 30 days
after request for such payment,  will bear interest from the  expiration of such
period at a rate per annum equal to the then  current rate charged by the Escrow
Agent, payable on demand.


--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 14
(AS AT AUGUST 2002)


<PAGE>

PART 9        INDEMNIFICATION OF THE EXCHANGE

9.1      INDEMNIFICATION

(1)      The Issuer and each Securityholder jointly and severally:

         (a)      release,  indemnify  and save  harmless the Exchange  from all
                  costs  (including  legal cost,  expenses  and  disbursements),
                  charges,  claims, demands,  damages,  liabilities,  losses and
                  expenses incurred by the Exchange;

         (b)      agree not to make or bring a claim or demand,  or commence any
                  action, against the Exchange; and

         (c)      agree to indemnify  and save  harmless  the Exchange  from all
                  costs  (including  legal  costs) and damages that the Exchange
                  incurs  or is  required  by  law to  pay  as a  result  of any
                  person's claim, demand or action,

         arising from any and every act or omission  committed or omitted by the
         Exchange,  in  connection  with  this  Agreement,  even if said  act or
         omission was  negligent,  or  constituted a breach of the terms of this
         Agreement.

(2)      This  indemnity  survives the release of the escrow  securities and the
         termination of this Agreement.

PART 10       NOTICES

10.1     NOTICE TO ESCROW AGENT

Documents  will be considered to have been  delivered to the Escrow Agent on the
next business day following the date of  transmission,  if delivered by fax, the
date of  delivery,  if  delivered  by hand during  normal  business  hours or by
prepaid courier,  or 5 business days after the date of mailing,  if delivered by
mail, to the following:

Computershare Investor Services Inc.
510 Burrard Street, 2nd Floor
Vancouver, BC  V6C 3B9
Contact: Kim Wong
Fax: 604.683.3694

10.2     NOTICE TO ISSUER

Documents  will be considered  to have been  delivered to the Issuer on the next
business day following the date of  transmission,  if delivered by fax, the date
of  delivery,  if delivered by hand or by prepaid  courier,  or 5 business  days
after the date of mailing, if delivered by mail, to the following:

Baradero Resources Limited
Suite 1305, 1090 West Georgia St.
Vancouver, B.C.  V6E 3V7
Contact: Nick DeMare
Fax: 604.683.1585



--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 15
(AS AT AUGUST 2002)

<PAGE>

10.3     DELIVERIES TO SECURITYHOLDERS

Documents will be considered to have been delivered to a  Securityholder  on the
date of delivery, if delivered by hand or by prepaid courier, or 5 business days
after the date of mailing,  if delivered by mail, to the address on the Issuer's
share register.

Any share certificates or other evidence of a Securityholder's escrow securities
will be sent to the  Securityholder's  address on the  Issuer's  share  register
unless the  Securityholder  has advised the Escrow Agent in writing otherwise at
least ten business days before the escrow  securities  are released from escrow.
The Issuer will provide the Escrow Agent with each  Securityholder's  address as
listed on the Issuer's share register.

10.4     CHANGE OF ADDRESS

(1)      The Escrow  Agent may change its  address for  delivery  by  delivering
         notice  of  the   change  of   address   to  the  Issuer  and  to  each
         Securityholder.

(2)      The Issuer may change its address for delivery by delivering  notice of
         the change of address to the Escrow Agent and to each Securityholder.

(3)      A Securityholder may change that Securityholder's  address for delivery
         by delivering  notice of the change of address to the Issuer and to the
         Escrow Agent.

10.5     POSTAL INTERRUPTION

A party to this  Agreement  will not mail a Document if the party is aware of an
actual or impending disruption of postal service.

PART 11       GENERAL

11.1     INTERPRETATION - "HOLDING SECURITIES"

Unless  the  context  otherwise  requires,  all  capitalized  terms that are not
otherwise  defined  in this  Agreement,  shall have the  meanings  as defined in
POLICY 1.1 - INTERPRETATION or in POLICY 5.4 - ESCROW,  VENDOR CONSIDERATION AND
RESALE RESTRICTIONS.

When this Agreement refers to securities that a Securityholder "holds", it means
that the  Securityholder  has  direct or  indirect  beneficial  ownership  of or
control or direction over the securities.

11.2     ENFORCEMENT BY THIRD PARTIES

The Issuer enters this  Agreement  both on its own behalf and as trustee for the
Exchange  and the  Securityholders  of the  Issuer,  and this  Agreement  may be
enforced by either the Exchange, or the Securityholders of the Issuer, or both.

11.3     TERMINATION, AMENDMENT, AND WAIVER OF AGREEMENT

(1)      Subject to subsection 11.3(3), this Agreement shall only terminate:

         (a)      with respect to all the Parties:



--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 16
(AS AT AUGUST 2002)

<PAGE>

                  (i)      as specifically provided in this Agreement;

                  (ii)     subject to subsection 11.3(2),  upon the agreement of
                           all Parties; or

                  (iii)    when the Securities of all Securityholders  have been
                           released from escrow pursuant to this Agreement; and

         (b)      with respect to a Party:

                  (i)      as specifically provided in this Agreement; or

                  (ii)     if the  Party  is a  Securityholder,  when all of the
                           Securityholder's  Securities  have been released from
                           escrow pursuant to this Agreement.

(2)      An  agreement  to  terminate   this   Agreement   pursuant  to  section
         11.3(1)(a)(ii) shall not be effective unless and until the agreement to
         terminate

         (a)      is evidenced by a memorandum in writing signed by all Parties;

         (b)      has been consented to in writing by the Exchange; and

         (c)      has  been  approved by a majority of  securityholders  of  the
                  Issuer who are not Securityholders.

(3)      Notwithstanding any other provision in this Agreement,  the obligations
         set  forth  in  section  9.1  shall  survive  the  termination  of this
         Agreement and the resignation or removal of the Escrow Agent.

(4)      No amendment or waiver of this  Agreement or any part of this Agreement
         shall be effective unless the amendment or waiver:

         (a)      is evidenced by a memorandum in writing signed by all Parties;

         (b)      has been approved in writing by the Exchange; and

         (c)      has  been  approved  by a majority of  securityholders  of the
                  Issuer who are not Securityholders.

(5)      No waiver of any of the provisions of this Agreement shall be deemed or
         shall  constitute a waiver of any other provision  (whether  similar or
         not),  nor shall any waiver  constitute  a  continuing  waiver,  unless
         expressly provided.

11.4     SEVERANCE OF ILLEGAL PROVISION

Any provision or part of a provision of this Agreement  determined by a court of
competent  jurisdiction to be invalid,  illegal or unenforceable shall be deemed
stricken to the extent  necessary to eliminate  any  invalidity,  illegality  or
unenforceability,  and the rest of the  Agreement and all other  provisions  and
parts  thereof  shall  remain in full force and  effect and be binding  upon the
parties hereto as though the said illegal and/or unenforceable provision or part
thereof had never been included in this Agreement.



--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 17
(AS AT AUGUST 2002)


<PAGE>


11.5     FURTHER ASSURANCES

The Parties  will  execute and  deliver  any further  documents  and perform any
further acts reasonably  requested by any of the Parties to this agreement which
are necessary to carry out the intent of this Agreement.

11.6     TIME

Time is of the essence of this Agreement.

11.7     CONSENT OF EXCHANGE TO AMENDMENT

The Exchange must approve any amendment to this Agreement.

11.8     ADDITIONAL ESCROW REQUIREMENTS

A Canadian  exchange may impose  escrow terms or conditions in addition to those
set out in this Agreement.

11.9     GOVERNING LAWS

The laws of the Province of British  Columbia and the applicable  laws of Canada
will govern this Agreement.


11.10    COUNTERPARTS

The Parties may execute this Agreement by fax and in counterparts, each of which
will be considered an original and all of which will be one agreement.

11.11    SINGULAR AND PLURAL

Wherever a singular  expression is used in this  Agreement,  that  expression is
considered as including the plural or the body  corporate  where required by the
context.

11.12    LANGUAGE

This  Agreement has been drawn up in the English  language at the request of all
parties.

11.13    BENEFIT AND BINDING EFFECT

This  Agreement  will benefit and bind the Parties and their  heirs,  executors,
administrators,  successors  and  permitted  assigns  and all  persons  claiming
through them as if they had been a Party to this Agreement.

11.14    ENTIRE AGREEMENT

This is the entire agreement among the Parties concerning the subject matter set
out in this  Agreement  and  supersedes  any and all  prior  understandings  and
agreements.

11.15    SUCCESSOR TO ESCROW AGENT

Any  corporation  with  which the  Escrow  Agent may be  amalgamated,  merged or
consolidated,  or any corporation succeeding to the business of the Escrow Agent
will be the successor of the



--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 18
(AS AT AUGUST 2002)

<PAGE>


Escrow Agent under this Agreement  without any further act on its part or on the
part or any of the Parties,  provided  that the  successor is  recognized by the
Exchange.

The Parties have  executed and delivered  this  Agreement as of the date set out
above.


COMPUTERSHARE INVESTOR SERVICES INC.

/s/ JENNY KARIM
------------------------------------------
Authorized signatory

/s/ KIM WONG
------------------------------------------
Authorized signatory


BARADERO RESOURCES LIMITED

/s/ NICK DEMARE
------------------------------------------
Authorized signatory

/s/ HARVEY LIM
------------------------------------------
Authorized signatory



If the Securityholder is an individual:

Signed, sealed and delivered by           )
DOUGLAS TURNBULL in the presence of:      )
                                          )
/s/ JAMES L. HARRIS                       )
------------------------------------------)
Name                                      )
Suite 1925, 700 W. Georgia St.            )
------------------------------------------)   /s/ DOUGLAS TURNBULL
 Address                                      ----------------------------------
                                          )   DOUGLAS TURNBULL
Vancouver, B.C. V7Y 1A1                   )
------------------------------------------)
                                          )
Barrister & Solicitor                     )
------------------------------------------)
Occupation                                )




--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 19
(AS AT AUGUST 2002)

<PAGE>


Signed, sealed and delivered by           )
CARY PINKOWSKI in the presence of:        )
                                          )
/s/ JAMES L. HARRIS                       )
------------------------------------------)
Name                                      )
Suite 1925, 700 W. Georgia St.            )
------------------------------------------)   /s/ CARY PINKOWSKI
 Address                                      ----------------------------------
                                          )   CARY PINKOWSKI
Vancouver, B.C. V7Y 1A1                   )
------------------------------------------)
                                          )
Barrister & Solicitor                     )
------------------------------------------)
Occupation                                )















--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 20
(AS AT AUGUST 2002)

<PAGE>


Signed, sealed and delivered by           )
GREGORY CROWE in the presence of:         )
                                          )
/s/ JAMES L. HARRIS                       )
------------------------------------------)
Name                                      )
Suite 1925, 700 W. Georgia St.            )
------------------------------------------)   /s/ GREGORY CROWE
 Address                                      ----------------------------------
                                          )   GREGORY CROWE
Vancouver, B.C. V7Y 1A1                   )
------------------------------------------)
                                          )
Barrister & Solicitor                     )
------------------------------------------)
Occupation                                )














--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 21
(AS AT AUGUST 2002)

<PAGE>


Signed, sealed and delivered by           )
LINDSAY BOTTOMER in the presence of:      )
                                          )
/s/ JAMES L. HARRIS                       )
------------------------------------------)
Name                                      )
Suite 1925, 700 W. Georgia St.            )
------------------------------------------)   /s/ LINDSAY BOTTOMER
 Address                                      ----------------------------------
                                          )   LINDSAY BOTTOMER
Vancouver, B.C. V7Y 1A1                   )
------------------------------------------)
                                          )
Barrister & Solicitor                     )
------------------------------------------)
Occupation                                )


















--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 22
(AS AT AUGUST 2002)

<PAGE>

Signed, sealed and delivered by           )
JAMES HARRIS in the presence of:          )
                                          )
/s/ DALE A. RONDEAU                       )
------------------------------------------)
Name                                      )
Suite 1925, 700 W. Georgia St.            )
P. O. Box 10037, Pacific Centre           )
Telephone 604-688-6775                    )
------------------------------------------)   /s/ JAMES HARRIS
 Address                                      ----------------------------------
                                          )   JAMES HARRIS
Vancouver, B.C. V7Y 1A1                   )
------------------------------------------)
                                          )
Barrister & Solicitor                     )
------------------------------------------)
Occupation                                )

















--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 23
(AS AT AUGUST 2002)

<PAGE>

Signed, sealed and delivered by           )
WILLIAM J. TAFURI in the presence of:     )
                                          )
/s/ YVONNE MOUTON                         )
------------------------------------------)
Name                                      )
STAPLES                                   )
6543 N. LANDMARK DR.                      )
435 615 9778 FAX 435 615 9782             )
------------------------------------------)   /s/ WILLIAM J. TAFURI
 Address                                      ----------------------------------
                                          )   WILLIAM J. TAFURI
Park City, UT 84098                       )
------------------------------------------)
                                          )
Sales Manager                             )
------------------------------------------)
Occupation                                )

















--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 24
(AS AT AUGUST 2002)

<PAGE>


Signed, sealed and delivered by           )
ROBIN MERRIFIELD in the presence of:      )
                                          )
/s/ GILLIAN MERRIFIELD                    )
------------------------------------------)
Name                                      )
Gillian Merrifield                        )
------------------------------------------)   /s/ ROBIN MERRIFIELD
 Address                                      ----------------------------------
                                          )   ROBIN MERRIFIELD
2080 Flynn Place, North Vancouver, BC,    )
V7P 3H8                                   )
------------------------------------------)
                                          )
Medical Laboratory Technologist           )
------------------------------------------)
Occupation                                )
























--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 25
(AS AT AUGUST 2002)

<PAGE>


SCHEDULE "A" TO ESCROW AGREEMENT

SECURITYHOLDER

NAME:    DOUGLAS TURNBULL

SIGNATURE: /s/ DOUGLAS TURNBULL

ADDRESS FOR NOTICE:  Suite 2000-1055 West Hastings Street, Vancouver, BC V6E 2E9


SECURITIES:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
CLASS AND TYPE                             NUMBER                             CERTIFICATE(S) (IF APPLICABLE)
(I.E. VALUE SECURITIES OR
SURPLUS SECURITIES
-------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                                 <C>
COMMON SHARES, SURPLUS
-------------------------------------------------------------------------------------------------------------------
SECURITIES                                   1,600,100
-------------------------------------------------------------------------------------------------------------------
</TABLE>



SECURITYHOLDER

NAME:    CARY PINKOWSKI

SIGNATURE: /s/ CARY PINKOWSKI

ADDRESS FOR NOTICE:  2898 Bellevue Avenue, West Vancouver, BC  V7V 1E8


SECURITIES:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
CLASS AND TYPE                             NUMBER                             CERTIFICATE(S) (IF APPLICABLE)
(I.E. VALUE SECURITIES OR
SURPLUS SECURITIES
-------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                                <C>
COMMON SHARES, SURPLUS
-------------------------------------------------------------------------------------------------------------------
SECURITIES                                   1,000,000
-------------------------------------------------------------------------------------------------------------------
</TABLE>


--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 26
(AS AT AUGUST 2002)

<PAGE>



SECURITYHOLDER

NAME:    GREGORY CROWE

SIGNATURE: /s/ GREGORY CROWE

ADDRESS FOR NOTICE: 1679 Eaglecliff Road, Bowen Island, BC V0N 1G0


SECURITIES:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
CLASS AND TYPE                             NUMBER                             CERTIFICATE(S) (IF APPLICABLE)
(I.E. VALUE SECURITIES OR
SURPLUS SECURITIES
-------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                                <C>
COMMON SHARES, SURPLUS
-------------------------------------------------------------------------------------------------------------------
SECURITIES                                  175,000
-------------------------------------------------------------------------------------------------------------------
</TABLE>



SECURITYHOLDER

NAME:    LINDSAY BOTTOMER

SIGNATURE: /s/ LINDSAY BOTTOMER

ADDRESS FOR NOTICE:  1410-650 W. Georgia Street, Vancouver, BC  V6B 4N8


SECURITIES:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
CLASS AND TYPE                             NUMBER                             CERTIFICATE(S) (IF APPLICABLE)
(I.E. VALUE SECURITIES OR
SURPLUS SECURITIES
-------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                                <C>
COMMON SHARES, SURPLUS
-------------------------------------------------------------------------------------------------------------------
SECURITIES                                   175,000
-------------------------------------------------------------------------------------------------------------------
</TABLE>




--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 27
(AS AT AUGUST 2002)


<PAGE>


SECURITYHOLDER

NAME:    JAMES HARRIS

SIGNATURE: /s/ JAMES HARRIS

ADDRESS FOR NOTICE: 2353 Ottawa Ave., West Vancouver, BC  V7V 2S8


SECURITIES:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
CLASS AND TYPE                             NUMBER                             CERTIFICATE(S) (IF APPLICABLE)
(I.E. VALUE SECURITIES OR
SURPLUS SECURITIES
-------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                                <C>
COMMON SHARES, SURPLUS
-------------------------------------------------------------------------------------------------------------------
SECURITIES                                     175,000
-------------------------------------------------------------------------------------------------------------------
</TABLE>


SECURITYHOLDER

NAME:    WILLIAM J. TAFURI

SIGNATURE: /s/ WILLIAM TAFURI

ADDRESS FOR NOTICE:  5020 N. Silver Springs Road, Park City, Utah 84098 USA


SECURITIES:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
CLASS AND TYPE                             NUMBER                             CERTIFICATE(S) (IF APPLICABLE)
(I.E. VALUE SECURITIES OR
SURPLUS SECURITIES
-------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                                <C>
COMMON SHARES, SURPLUS
-------------------------------------------------------------------------------------------------------------------
SECURITIES                                     400,000
-------------------------------------------------------------------------------------------------------------------
</TABLE>








--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 28
(AS AT AUGUST 2002)

<PAGE>



SECURITYHOLDER

NAME: ROBIN MERRIFIELD

SIGNATURE: /s/ ROBIN MERRIFIELD

ADDRESS FOR NOTICE: 2080 Flynn Place, North Vancouver, BC  V7P 3H8


SECURITIES:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
CLASS AND TYPE                             NUMBER                             CERTIFICATE(S) (IF APPLICABLE)
(I.E. VALUE SECURITIES OR
SURPLUS SECURITIES
-------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                                <C>
COMMON SHARES, SURPLUS                     175,000
-------------------------------------------------------------------------------------------------------------------
SECURITIES
-------------------------------------------------------------------------------------------------------------------
</TABLE>













--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 29
(AS AT AUGUST 2002)

<PAGE>


SCHEDULE B(1) - TIER 1 VALUE SECURITY ESCROW AGREEMENT

                              RELEASE OF SECURITIES

TIMED RELEASE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                          PERCENTAGE OF TOTAL ESCROWED       TOTAL NUMBER OF ESCROWED SECURITIES TO
           RELEASE DATES                    SECURITIES TO BE RELEASED                      BE RELEASED
-------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                                   <C>
 [INSERT DATE OF EXCHANGE BULLETIN]       1/4 OF YOUR ESCROW SECURITIES
-------------------------------------------------------------------------------------------------------------------
  [INSERT DATE 6 MONTHS FOLLOWING         1/3 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                        SECURITIES
-------------------------------------------------------------------------------------------------------------------
  [INSERT DATE 12 MONTHS FOLLOWING        1/2 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                        SECURITIES
-------------------------------------------------------------------------------------------------------------------
  [INSERT DATE 18 MONTHS FOLLOWING        ALL OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                        SECURITIES
-------------------------------------------------------------------------------------------------------------------
               TOTAL                                  100%
-------------------------------------------------------------------------------------------------------------------
</TABLE>

*In the simplest case where there are no changes to the escrow securities
initially deposited and no additional escrow securities, then the release
schedule outlined above results in the escrow securities being released in equal
tranches of 25%.













--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 30
(AS AT AUGUST 2002)

<PAGE>



             SCHEDULE B(2) - TIER 2 VALUE SECURITY ESCROW AGREEMENT

                              RELEASE OF SECURITIES

TIMED RELEASE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                           PERCENTAGE OF TOTAL ESCROWED        TOTAL NUMBER OF ESCROWED SECURITIES
           RELEASE DATES                    SECURITIES TO BE RELEASED                     TO BE RELEASED
-------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                    <C>
 [INSERT DATE OF EXCHANGE BULLETIN]      1/10 OF YOUR ESCROWED SECURITIES
-------------------------------------------------------------------------------------------------------------------
  [INSERT DATE 6 MONTHS FOLLOWING          1/6 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                         SECURITIES
-------------------------------------------------------------------------------------------------------------------
  [INSERT DATE 12 MONTHS FOLLOWING         1/5 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                         SECURITIES
-------------------------------------------------------------------------------------------------------------------
  [INSERT DATE 18 MONTHS FOLLOWING         1/4 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                         SECURITIES
-------------------------------------------------------------------------------------------------------------------
  [INSERT DATE 24 MONTHS FOLLOWING         1/3 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                         SECURITIES
-------------------------------------------------------------------------------------------------------------------
  [INSERT DATE 30 MONTHS FOLLOWING         1/2 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                         SECURITIES
-------------------------------------------------------------------------------------------------------------------
  [INSERT DATE 36 MONTHS FOLLOWING         ALL OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                         SECURITIES
-------------------------------------------------------------------------------------------------------------------
               TOTAL                                   100%
-------------------------------------------------------------------------------------------------------------------
</TABLE>

*In the simplest case where there are no changes to the escrow securities
initially deposited and no additional escrow securities, the release schedule
outlined above results in the escrow securities being released in equal tranches
of 15% after completion of the release on the date of the Exchange Bulletin.












--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 31
(AS AT AUGUST 2002)

<PAGE>


            SCHEDULE B(3) - TIER 1 SURPLUS SECURITY ESCROW AGREEMENT

                              RELEASE OF SECURITIES

TIMED RELEASE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                      PERCENTAGE OF TOTAL ESCROWED SECURITIES   TOTAL NUMBER OF ESCROWED SECURITIES
           RELEASE DATES                           TO BE RELEASED                          TO BE RELEASED
-------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                          <C>
 [INSERT DATE OF EXCHANGE BULLETIN]   1/10 OF YOUR ESCROW SECURITIES
-------------------------------------------------------------------------------------------------------------------
  [INSERT DATE 6 MONTHS FOLLOWING     1/6 OF YOUR REMAINING ESCROW SECURITIES
         EXCHANGE BULLETIN]
-------------------------------------------------------------------------------------------------------------------
  [INSERT DATE 12 MONTHS FOLLOWING    1/5 OF YOUR REMAINING ESCROW SECURITIES
         EXCHANGE BULLETIN]
-------------------------------------------------------------------------------------------------------------------
  [INSERT DATE 18 MONTHS FOLLOWING    1/4 OF YOUR REMAINING ESCROW SECURITIES
         EXCHANGE BULLETIN]
-------------------------------------------------------------------------------------------------------------------
  [INSERT DATE 24 MONTHS FOLLOWING    1/3 OF YOUR REMAINING ESCROW SECURITIES
         EXCHANGE BULLETIN]
-------------------------------------------------------------------------------------------------------------------
  [INSERT DATE 30 MONTHS FOLLOWING    1/2 OF YOUR REMAINING ESCROW SECURITIES
         EXCHANGE BULLETIN]
-------------------------------------------------------------------------------------------------------------------
  [INSERT DATE 36 MONTHS FOLLOWING    ALL OF YOUR REMAINING ESCROW SECURITIES
         EXCHANGE BULLETIN]
-------------------------------------------------------------------------------------------------------------------
               TOTAL                                    100%
-------------------------------------------------------------------------------------------------------------------
</TABLE>

*In the simplest case where there are no changes to the escrow securities
initially deposited and no additional escrow securities, the release schedule
outlined above results in the escrow securities being released in equal tranches
of 15% after completion of the release on the date of the Exchange Bulletin.






--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 32
(AS AT AUGUST 2002)


<PAGE>


            SCHEDULE B(4) - TIER 2 SURPLUS SECURITY ESCROW AGREEMENT

                              RELEASE OF SECURITIES

TIMED RELEASE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                PERCENTAGE OF TOTAL ESCROWED           TOTAL NUMBER OF ESCROWED
              RELEASE DATES                       SECURITIES TO BE RELEASED            SECURITIES TO BE RELEASED
-------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                                      <C>
    [INSERT DATE OF EXCHANGE BULLETIN]                   NO RELEASE
-------------------------------------------------------------------------------------------------------------------
 [INSERT DATE 6 MONTHS FOLLOWING EXCHANGE      1/20 OF YOUR ESCROW SECURITIES
                BULLETIN]
-------------------------------------------------------------------------------------------------------------------
[INSERT DATE 12 MONTHS FOLLOWING EXCHANGE       1/19 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
-------------------------------------------------------------------------------------------------------------------
[INSERT DATE 18 MONTHS FOLLOWING EXCHANGE       1/18 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
-------------------------------------------------------------------------------------------------------------------
[INSERT DATE 24 MONTHS FOLLOWING EXCHANGE       1/17 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
-------------------------------------------------------------------------------------------------------------------
[INSERT DATE 30 MONTHS FOLLOWING EXCHANGE       1/8 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
-------------------------------------------------------------------------------------------------------------------
[INSERT DATE 36 MONTHS FOLLOWING EXCHANGE       1/7 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
-------------------------------------------------------------------------------------------------------------------
[INSERT DATE 42 MONTHS FOLLOWING EXCHANGE       1/6 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
-------------------------------------------------------------------------------------------------------------------
[INSERT DATE 48 MONTHS FOLLOWING EXCHANGE       1/5 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
-------------------------------------------------------------------------------------------------------------------
[INSERT DATE 54 MONTHS FOLLOWING EXCHANGE       1/4 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
-------------------------------------------------------------------------------------------------------------------
[INSERT DATE 60 MONTHS FOLLOWING EXCHANGE       1/3 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
-------------------------------------------------------------------------------------------------------------------
[INSERT DATE 66 MONTHS FOLLOWING EXCHANGE       1/2 OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
-------------------------------------------------------------------------------------------------------------------
[INSERT DATE 72 MONTHS FOLLOWING EXCHANGE       ALL OF YOUR REMAINING ESCROW
                BULLETIN]                                SECURITIES
-------------------------------------------------------------------------------------------------------------------
                  TOTAL                                     100%
-------------------------------------------------------------------------------------------------------------------
</TABLE>






--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 33
(AS AT AUGUST 2002)