EXHIBIT 4.29

                    Agency Agreement dated September 26, 2005

                                     between

                        Canaccord Capital Corporation and

                             Centrasia Mining Corp.




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                 AGENCY OFFERING AGREEMENT - SHORT FORM (UNITS)

THIS AGREEMENT dated for reference September 26, 2005 is made

BETWEEN

                  CENTRASIAMINING   CORP.,   1305-1090   West  Georgia   Street,
                  Vancouver, British Columbia, V6E 3V7

                                                                 (the "Issuer");

AND

                  CANACCORDCAPITAL   CORPORATION,   2200-609  Granville  Street,
                  Vancouver, British Columbia, V7Y 1H2

                                                                  (the "Agent").

WHEREAS:

A.       The  Issuer  wishes to raise  money for the  purposes  set forth in its
Short Form, which is to be filed with the TSX Venture Exchange Inc., by offering
for sale certain of its securities; and

B.       The Issuer wishes to appoint the Agent to distribute  those  securities
and the Agent is willing to accept the  appointment  on the terms and conditions
of this Agreement;

THE PARTIES to this Agreement therefore agree:

1.       DEFINITIONS

In this Agreement,  including the recitals  above,  the following terms have the
following meanings:

         (a)      "Agent's  Option" means the option to purchase  Agent's Option
                  Units of the  Issuer  to be issued to the Agent as part of the
                  Agent's compensation;

         (b)      "Agent's  Option Units" means the units which may be issued to
                  the Agent on exercise of the Agent's Option;

         (c)      "Agent's Option Warrants" means the non-transferable  warrants
                  of the  Issuer  which  will be issued  as part of the  Agent's
                  Option  Units  and  which  have  the  terms  provided  in this
                  Agreement  and  the  certificates   representing   such  share
                  purchase warrants;

         (d)      "Agent's  Option  Shares" means the previous  unissued  common
                  shares  of the  Issuer  which  will be  issued  as part of the
                  Agent's Option Units and which have the terms provided in this
                  Agreement and the certificates representing such shares;

         (e)      "Agent's  Option Warrant  Shares" means the previous  unissued
                  common  shares of the  Issuer  which will be issued as part of
                  the Agent's Option  Warrants and which have the terms provided
                  in this  Agreement  and  the  certificates  representing  such
                  shares;

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                                      -2-

         (f)      "Agent's  Shares" means the previously  unissued common shares
                  in the capital of the Issuer, as presently constituted,  which
                  may be issued as part of the Agent's Units, if applicable;

         (g)      "Agent's Warrants" means the non-transferable  warrants of the
                  Issuer that may be issued as part of the  Agent's  Units or as
                  part of the Agent's compensation, if applicable;

         (h)      "Agent's Warrant Shares" means common shares in the capital of
                  the  Issuer  that may be issued  on  exercise  of the  Agent's
                  Warrants, if applicable;

         (i)      "Agent's  Units"  means the  units  which may be issued to the
                  Agent,  at the  Agent's  election,  in partial  payment of the
                  Agent's  Commission  which  will  have the  same  terms as the
                  Units, if applicable;

         (j)      "AIF" has the meaning defined in the NI 45-106;

         (k)      "Applicable   Legislation"   means  the  securities   acts  or
                  comparable  legislation in each of the Selling  Jurisdictions,
                  the regulations and rules made under that legislation, and all
                  administrative  policy  statements,  blanket orders,  notices,
                  directions, instruments and rulings issued by the Commissions;

         (l)      "Certificates" means the certificates  representing the Shares
                  and  Warrants  forming  part of the  Units  in the  names  and
                  denominations  reasonably  requested  by  the  Agent  and  the
                  certificates  representing  the  Agent's  Shares,  the Agent's
                  Warrants,  the  Agent's  Option  Shares,  the  Agent's  Option
                  Warrants,  the  Corporate  Finance  Shares  and the  Corporate
                  Finance Warrants;

         (m)      "Certification  Date"  means the date that the Agent signs the
                  agent's certificate in the Short Form;

         (n)      "Closing"  means the  completion  of the purchase and sale and
                  the issuance by the Issuer of the Units;

         (o)      "Closing Day" means the fifth  business day after the Offering
                  Day or such other day as the parties may agree;

         (p)      "Commissions" means the securities  commissions in each of the
                  Selling Jurisdictions;

         (q)      "Continuous  Disclosure  Record" means all documents  that the
                  Issuer is  required to and has filed with the  Commissions  in
                  each of the  Selling  Jurisdictions  in which the  Issuer is a
                  reporting  issuer,  including  without  limitation  annual and
                  interim financial  statements,  annual and quarterly  reports,
                  annual  information  forms,  press  releases,  material change
                  reports and technical reports;

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                                      -3-



         (r)      "Corporate  Finance Fee" means the fee to be paid to the Agent
                  by the  Issuer  in  consideration  of  corporate  finance  and
                  related services provided by the Agent;

         (s)      "Corporate  Finance  Shares"  means  the  previously  unissued
                  common  shares of the  Issuer  which will be issued as part of
                  the Corporate Finance Units;

         (t)      "Corporate  Finance Units" means the units of the Issuer to be
                  issued  to the Agent by the  Issuer  as part of the  Corporate
                  Finance Fee;

         (u)      "Corporate Finance Warrants" means the share purchase warrants
                  of the Issuer  which  will be issued as part of the  Corporate
                  Finance  Units  and  which  have the  terms  provided  in this
                  Agreement  and  the  certificates   representing   such  share
                  purchase warrants;

         (v)      "Corporate   Finance  Warrant  Shares"  means  the  previously
                  unissued  common  shares  in the  capital  of the  Issuer,  as
                  presently constituted,  which will be issued upon the exercise
                  of the Corporate Finance Warrants;

         (w)      "Distribution"  means the issue of the Securities  pursuant to
                  this Agreement;

         (x)      "Effective  Date"  means the date on which a notice  accepting
                  the Short Form is issued by the Exchange;

         (y)      "Exchange" means the TSX Venture Exchange Inc.;

         (z)      "Exchange  Policy" means a policy  contained in the Exchange's
                  Corporate Finance Manual;

         (aa)     "Exercise Price" means $0.78 per Warrant Share;

         (bb)     "Gross Proceeds" has the meaning defined in the NI 45-106;

         (cc)     "Listed Security" has the meaning defined in the NI 45-106;

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

         (ee)     "Material  Fact" has the  meaning  defined  in the  Applicable
                  Legislation;

         (ff)     "Misrepresentation"  has the meaning defined in the Applicable
                  Legislation;

         (gg)     "NI 45-102" means National  Instrument 45-102 or any successor
                  instrument;

         (hh)     "NI 45-106" means National Instrument 45-106 and any successor
                  instrument;

         (ii)     "News Release" means a news release announcing the Offering;

         (jj)     "Offering"  means the  offering  of the Units  under the Short
                  Form;

         (kk)     "Offering  Day" means the day chosen by the Agent to  contract
                  the purchases of Units by the purchasers;


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         (ll)     "Offered Securities" means the Units, Shares, Warrants and any
                  Warrant Shares;

         (mm)     "Offering Price" means $0.65 per Unit;

         (nn)     "Prior  Offering"  means a  distribution  of securities by the
                  Issuer  under a Short  Form that was  completed  during the 12
                  month period immediately  preceding the date of the Short Form
                  contemplated under this Agreement;

         (oo)     "Proceeds" means the gross proceeds of the Offering, less:

                  (i)      the Agent's Commission which is payable in cash;

                  (ii)     the Administration Fee;

                  (iii)    the  expenses  of the  Agent in  connection  with the
                           Offering which have not been paid by the Issuer;

                  (iv)     any amount held back by the Agent in connection  with
                           further expenses related to the Offering; and

                  (v)      any amount already received by the Issuer;

         (pp)     "Regulatory   Authorities"   means  the  Commissions  and  the
                  Exchange;

         (qq)     "Securities" means the Offered  Securities,  the Agents Units,
                  the Agent's Shares, the Agent's Warrants,  the Agent's Warrant
                  Shares,  the Agent's  Option,  the Agent's Option Shares,  the
                  Agent's Option  Warrants,  the Agent's Option Warrant  Shares,
                  the Corporate Finance Units, the Corporate Finance Shares, the
                  Corporate  Finance Warrants and the Corporate  Finance Warrant
                  Shares;

         (rr)     "Selling  Jurisdictions"  means the provincial and territorial
                  jurisdictions of Canada with the exception of Ontario;

         (ss)     "Share"  means  a  previously  unissued  common  share  in the
                  capital of the Issuer, as presently constituted, which will be
                  issued as part of a Unit,  to be  distributed  under the Short
                  Form;

         (tt)     "Short Form" means a short form offering  document prepared in
                  accordance with the Short Form Policy, including all documents
                  incorporated  by  reference   therein  and  any   Subsequently
                  Triggered Reports;

         (uu)     "Short  Form  Policy"  means  Exchange  Policy  No. 4.6 or any
                  successor   policy,   and  any  amendments   thereto  made  in
                  accordance with NI 45-106;

         (vv)     "Subsequently Triggered Report" means a material change report
                  required  to be filed  with the  Commissions  no later than 10
                  days after a Material Change, as a result of a Material Change
                  that  occurs  after the date the Short Form is  certified  but
                  before the purchaser  enters into an agreement of purchase and
                  sale;

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                                      -5-


         (ww)     "Units"  means the minimum of 2,307,692  units and the maximum
                  of 3,076,923  units,  each unit comprised of one Share and one
                  Warrant, to be distributed under the Short Form;

         (xx)     "Warrants" means the transferable  share purchase  warrants of
                  the Issuer which will be issued as part of the Units and which
                  have the terms provided in this Agreement and the certificates
                  representing such share purchase warrants; and

         (yy)     "Warrant  Shares" means the previously  unissued common shares
                  in the capital of the Issuer, as presently constituted,  which
                  will be issued upon the exercise of the Warrants.

2.       APPOINTMENT OF AGENT

The Issuer  appoints the Agent as its exclusive  agent and the Agent accepts the
appointment and will act as the exclusive agent of the Issuer to offer the Units
for sale under the Short Form at the Offering Price on a commercially reasonable
efforts basis.

3.       FILING OF SHORT FORM

3.1      The Issuer  will  cause the Short  Form to be filed  with the  Exchange
within two days of the day the News  Release is issued  (unless it  receives  an
extension  from the  Exchange  to file it at a later  date),  will  deliver  all
necessary copies of the Short Form to the Exchange and will use its best efforts
to have the Short Form accepted by the Exchange.

3.2      The Issuer will provide the Agent with as many copies of the Short Form
as the Agent reasonably requests.

3.3      The  Issuer  will file the Short  Form and any  Subsequently  Triggered
Report with all Commissions  with which it must file such document in accordance
with NI 45-106.

3.4      Delivery of the Short Form and any Subsequently  Triggered Report shall
constitute  a  representation  and  warranty by the Issuer to the Agent that all
information and statements  (except  information and statements  supplied by and
relating  solely to the  Agent)  contained  in the  Short  Form,  including  all
documents  incorporated by reference and any Subsequent  Triggered  Report,  are
true and correct in all  material  respects at the time of delivery  thereof and
contain no Misrepresentations  and constitute full, true and plain disclosure of
all  Material  Facts  relating  to the  Issuer  and the  Securities  and that no
Material Fact or material  information has been omitted  therefrom (except facts
or information  supplied and relating  solely to the Agent) which is required to
be stated therein or is necessary to make  statements of  information  contained
therein not misleading in light of the circumstances under which they were made.
Such delivery shall also  constitute the Issuer's  consent to the Agent's use of
the Short Form,  any  Subsequently  Triggered  Reports  and any other  documents
supplied  to the Agent by the Issuer for the purpose of the sale of Units in the
Selling Jurisdictions in compliance herewith.

4.       CONDUCT OF THE OFFERING

4.1      Prior to the Closing Day, the Issuer will make  application to list the
Shares,  the  Warrants,  the Warrant  Shares,  the Agent's  Shares,  the Agent's
Warrants,  the  Agent's  Warrant  Shares,  the  Corporate  Finance  Shares,  the
Corporate Finance Warrant Shares,  the Agent's Option Shares, the Agent's Option

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                                      -6-


Warrants and the Agent's Option  Warrant Shares on the Exchange and  conditional
approval of such application must be obtained from the Exchange prior to Closing
such that the Shares, the Warrants,  the Warrant Shares, the Agent's Shares, the
Agent's Warrants,  the Agent's Warrant Shares, the Corporate Finance Shares, the
Corporate  Finance Warrants,  the Corporate Finance Warrant Shares,  the Agent's
Option Shares, the Agent's Option Warrants and the Agent's Option Warrant Shares
are listed and posted for trading upon issuance.

4.2      The Offering Day will be on or before that day which falls 60 days from
the Effective Date.

4.3      The Offering will be made in accordance  with the Short Form Policy and
other applicable rules and policies of the Exchange.

4.4      The Agent will advise the Issuer in writing  when the  distribution  of
the Units under the Short Form is complete, and will provide the Exchange with a
list of purchasers as required by the Short Form Policy.

5.       OFFERING RESTRICTIONS

5.1      The Agent will not knowingly sell more than:

         (a)      20% of the Units to any one purchaser; and

         (b)      an  aggregate  of 50% of the Units  where such Units  would be
                  subject to a four month hold in accordance with NI 45-106.

5.2      The Agent will only sell Units to persons who  represent  themselves as
being resident in one of the Selling  Jurisdictions or such other  jurisdictions
where the Units may lawfully be offered for sale.

6.       OPINIONS AND CERTIFICATES

6.1      On the Effective Date, the Issuer will deliver the following  documents
to the Agent and its counsel in form and substance acceptable to them:

         (a)      a copy of the Exchange's letter  evidencing  acceptance of the
                  Short Form for filing;

         (b)      an  opinion  of  counsel  for  the  Issuer,  dated  as of  the
                  Effective  Date and  addressed  to the Agent and its  counsel,
                  relating to any legal matter in connection  with the creation,
                  issuance  and sale of the  Securities  for which the Agent may
                  reasonably request an opinion (the "Legal Opinion");

         (c)      a certificate  of the Issuer,  dated as of the Effective  Date
                  and signed by two officers of the Issuer, one of whom shall be
                  the president of the Issuer or another officer approved by the
                  Agent, certifying certain facts relating to the Issuer and its
                  affairs (the "Officers' Certificate"); and


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                                      -7-


         (d)      any  other  certificates,   comfort  letters  or  opinions  in
                  connection  with any matter  related to the Offering which are
                  reasonably requested by the Agent or its counsel.

6.2      On the Closing the Issuer will  provide the Agent and its counsel  with
the Legal Opinion and the Officer's Certificate updated to the Closing.

7.       AGENT'S COMPENSATION

7.1      In  consideration  of the  services  performed  by the Agent under this
Agreement, the Issuer will:

         (a)      pay the Agent a commission  of 7.5% of the Offering  Price per
                  Unit sold  whether  purchased by the Agent for its own account
                  or for its  clients  or  purchased  by  other  members  of the
                  Exchange  for their own  accounts  or for  their  clients,  in
                  lawful  Canadian  currency;  or, at the election of the Agent,
                  7.5% payable by the issuance of up to 230,769 Agent's Units at
                  a deemed price of $0.65 per Unit (the  "Agent's  Commission");
                  and

         (b)      issue an  Agent's  Option  to the Agent or to  members  of its
                  selling group as directed by the Agent  entitling the Agent to
                  purchase Agent's Option Units in an amount equal to 10% of the
                  Units sold.

7.2      In connection  with the Offering,  the Issuer agrees to pay a Corporate
Finance Fee to the Agent by the issuance of 100,000  Corporate  Finance Units to
the Agent on Closing.

7.3      Each  Agent's  Unit will  consist of one Agent's  Share and one Agent's
Warrant.

7.4      The Agent's Warrants will be represented by  certificates,  and will be
non-transferable  except as permitted by  Applicable  Legislation  and any order
granted by the Commissions.

7.5      Two Agent's  Warrants  will  entitle the holder to purchase  one common
share of the  Issuer.  The  right to  purchase  Agent's  Warrant  Shares  may be
exercised  at any time up to the close of  business  18 months  from the Closing
Day, at the Exercise Price.

7.6      Each Corporate  Finance Unit will be comprised of one Corporate Finance
Share and one Corporate Finance Warrant.

7.7      Each two Corporate Finance Warrants will entitle the holder to purchase
one Corporate  Finance Warrant Share.  The right to purchase  Corporate  Finance
Warrant  Shares  may be  exercised  at any time up to the close of  business  18
months from the Closing Day, at the Exercise Price.

7.8      One  Agent's  Option will  entitle  the holder to purchase  one Agent's
Option Unit of the Issuer.  The right to purchase  Agent's  Option  Units may be
exercised  at any time up to the close of  business  18 months  from the Closing
Day, at a price of $0.72 per Agent's Option Unit.

7.9      Each Agent's  Option Unit will consist of one Agent's  Option Share and
one Agent's Option Warrant.



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                                      -8-


7.10     Each two Agent's  Option  Warrants  will entitle the holder to purchase
one Agent's Option  Warrant Share at any time within 18 months from Closing,  at
the Exercise Price.

7.11     The Agent's Option Warrant and the Corporate  Finance  Warrants will be
represented by certificates, and will be non-transferable except as permitted by
Applicable Legislation and any order granted by the Commissions.

7.12     The terms governing the Agent's Units, the Agent's Option,  the Agent's
Option Units and the Corporate  Finance Units will include,  among other things,
provisions for the appropriate  adjustment in the class, number and price of the
Agent's  Shares,  Agent's Option  Shares,  the Agent's Option Warrant Shares and
Corporate  Finance Shares upon the occurrence of certain  events,  including any
subdivision,  consolidation or  reclassification  of the shares,  the payment of
stock dividends or the amalgamation of the Issuer.

7.13     The issue of the Agent's Option Warrants and Corporate Finance Warrants
will not restrict or prevent the Issuer from obtaining any other  financing,  or
from issuing additional securities or rights, during the period within which the
Agent's Option Warrants and Corporate Finance Warrants may be exercised.

7.14     The Issuer agrees not to place a U.S. securities law restrictive legend
on the certificates  representing the Agent's Option, the Agent's Option Shares,
the Agent's Option Warrants and the Agent's Option Warrant Share,  the Corporate
Finance Units, the Corporate  Finance Shares,  the Corporate Finance Warrants or
the Corporate Finance Warrant Shares.

7.15     In  consideration  of the  Agent's  services  in  connection  with  the
coordination  and review of the Offering and the Short Form, the Issuer will pay
the  Agent,  on  completion  or  cancellation  of  the  Offering,   a  fee  (the
"Administration Fee"), in the amount of $7,500.

7.16     In the event the Agent is willing to proceed  with the Offering but the
Issuer  precludes  the  Agent  from  completing  the  Offering,  notwithstanding
anything else in this Agreement,  the  Administration  Fee and Corporate Finance
Units shall be paid and issued to the Agent.

8.       WARRANTS

8.1      The Warrants will be transferable and registered in accordance with the
instructions of the Agent.

8.2      One Warrant  will be issued and  delivered  for each Unit of the Issuer
offered and purchased under the Short Form.

8.3      The  Warrants  may be exercised at any time up to the close of business
18 months from the Closing Day.

8.4      Two  Warrants  will  entitle  the  holder to  purchase  one  additional
previously unissued common share of the Issuer at the Exercise Price.

8.5      The terms  governing  the Warrants  will  include,  among other things,
provisions for the appropriate  adjustment in the class, number and price of the
common shares of the Issuer  issuable  under the Warrants upon the occurrence of
certain events, including any subdivision,  consolidation or reclassification of
the  common  shares  of the  Issuer,  the  payment  of  stock  dividends  or the
amalgamation of the Issuer.


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                                      -9-


8.6      The Issuer  will apply to have the  Warrants  listed for trading on the
Exchange,   subject  to  meeting  all  listing  requirements  including  minimum
prescribed distribution requirements.

9.       MINIMUM SUBSCRIPTION

9.1      The Offering is subject to a minimum subscription of 2,307,692 Units.

9.2      All funds received by the Agent for subscription  will be held in trust
by the Agent until the minimum subscription has been obtained.

9.3      Notwithstanding  any other  term of this  Agreement,  all  subscription
funds  received  by the  Agent  will  be  returned  to the  subscribers  without
deduction  if the  minimum  subscription  is not  obtained  by 5:00 p.m.  on the
Offering Day.

10.      CLOSING

10.1     The Closing will take place on the Closing Day.

10.2     On Closing,  the Issuer  will  deliver  the  Certificates  to the Agent
against payment of the Proceeds.

10.3     If  the  Issuer  has  satisfied  all  of  its  obligations  under  this
Agreement,  on Closing,  the Agent will pay the Proceeds to the Issuer,  against
delivery of the Certificates.

10.4     The Issuer will endorse the Certificates representing:

         (a)      Units sold to any  purchaser  that,  at the time the Units are
                  acquired, is:

                  (i)      an insider;

                  (ii)     a promoter of the Issuer;

                  (iii)    an underwriter of the Issuer; or

                  (iv)     a member of the underwriter's professional group;

         (b)      that  portion  of  the  Units  sold  to  purchasers   with  an
                  acquisition cost exceeding $40,000; and

         (c)      the Agent's Units,  the Agent's  Shares,  the Agent's  Warrant
                  Shares, Agent's Option, the Agent's Option Shares, the Agent's
                  Option  Warrants,  the  Agent's  Option  Warrant  Shares,  the
                  Corporate  Finance Units,  the Corporate  Finance Shares,  the
                  Corporate  Finance Warrants and the Corporate  Finance Warrant
                  Shares;

with the following statements:


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                                      -10-


                  (i)      "Unless permitted under securities  legislation,  the
                           holder of this  security  must not trade the security
                           before [insert the date that is four months and a day
                           after the Distribution date]"; and

                  (ii)     "Without   prior   approval  of  the   Exchange   and
                           compliance    with    all    applicable    securities
                           legislation,   the  securities  represented  by  this
                           certificate    may   not   be   sold,    transferred,
                           hypothecated  or  otherwise  traded on or through the
                           facilities  of the Exchange or otherwise in Canada or
                           to or for the  benefit of a Canadian  resident  until
                           [insert the date following the fourth month after the
                           Distribution date]".

10.5     The  obligation of the Agent to pay the Proceeds to the Issuer shall be
subject to the following conditions precedent:

         (a)      the Issuer shall have performed or complied with each covenant
                  and obligation  herein provided on its part to be performed or
                  complied with;

         (b)      each  of the  representations  and  warranties  of the  Issuer
                  herein  shall   continue  to  be  true,   and  the   Officers'
                  Certificate shall contain certification to that effect;

         (c)      the Issuer  shall  have,  to the  satisfaction  of the Agent's
                  counsel, taken or caused to be taken all steps and proceedings
                  which may be requisite  under the  Applicable  Legislation  to
                  qualify the Distribution on a basis exempt from the prospectus
                  requirement  of  the  Applicable  Legislation,  including  the
                  filing and the obtaining of acceptance for the Short Form; and

         (d)      the  Shares,   Warrants,   the  Agent's  Shares,  the  Agent's
                  Warrants,  the  Agent's  Option  Shares,  the  Agent's  Option
                  Warrants,  the Agent's  Option Warrant  Shares,  the Corporate
                  Finance  Shares and the  Corporate  Finance  Warrants  will be
                  listed on the  Exchange  as of the  Closing  Day or as soon as
                  possible thereafter.

10.6     The Issuer will file a report of the Distribution  with the Commissions
in the  form  required  by the  Applicable  Legislation  within  10  days of the
completion of the purchase and sale of the Units.

11.      MATERIAL CHANGES

11.1     If, after the  Certification  Date and before the  Closing,  a Material
Change occurs in the affairs of the Issuer, the Issuer will:

         (a)      notify  the  Agent   immediately,   in   writing,   with  full
                  particulars of the Material Change;

         (b)      forthwith  disseminate a news release  describing the Material
                  Change;

         (c)      file with the Regulatory  Authorities as soon as  practicable,
                  and in any  event  no  later  than 10 days  after  the  change
                  occurs, a Subsequently Triggered Report and any other relevant
                  material disclosing the Material Change; and


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                                      -11-


         (d)      provide as many copies of the news  release  and  Subsequently
                  Triggered  Report to the  Agent as the  Agent  may  reasonably
                  request.

11.2     The  Issuer  shall in good  faith  discuss  with the  Agent any fact or
change in  circumstances  (actual and  anticipated,  contemplated or threatened,
whether  financial  or  otherwise)  which  is of such a  nature  that  there  is
reasonable  doubt as to  whether  notice in  writing  need be given to the Agent
pursuant to the previous Subsection.

11.3     The Agent will deliver to the  purchasers  under the Offering on behalf
of the Issuer a copy of each Subsequently Triggered Report provided to it by the
Issuer under this Section.

12.      TERMINATION

12.1     The Agent may terminate its obligations  under this Agreement by notice
in writing to the Issuer at any time before the Closing if:

         (a)      there is an event, accident, governmental law or regulation or
                  other  occurrence of any nature  which,  in the opinion of the
                  Agent,   seriously   affects  or  will  seriously  affect  the
                  financial  markets  or  the  business  of  the  Issuer  or any
                  subsidiary  of the  Issuer  or the  ability  of the  Agent  to
                  perform its obligations  under this Agreement or an investor's
                  decision to purchase Units;

         (b)      an  adverse  Material  Change  or change  in a  Material  Fact
                  relating to any of the  Securities  occurs or is  announced by
                  the Issuer;

         (c)      following a consideration of the history, business,  products,
                  property  or  affairs  of the  Issuer  or its  principals  and
                  promoters,  or the state of the financial  markets in general,
                  or the state of the  market  for the  Issuer's  securities  in
                  particular,  or the possibility of investors  exercising their
                  statutory  rights to withdraw  from a purchase of the Issuer's
                  securities,  the Agent determines, in its discretion,  that it
                  is not in the interest of investors to complete the Offering;

         (d)      the  Securities  cannot,  in  the  opinion  of the  Agent,  be
                  profitably marketed due to the state of the financial markets,
                  or the market for the Units in particular;

         (e)      an enquiry or  investigation  (whether  formal or informal) in
                  relation to the Issuer, or the Issuer's  directors or officers
                  or  promoters,  is  commenced or  threatened  by an officer or
                  official of any competent authority; or

         (f)      the Agent is not satisfied,  in its sole discretion,  with the
                  results of its due diligence review.

12.2     The Agent may terminate  its  obligations  under this  Agreement at any
time if:

         (a)      any order to cease trading in the  securities of the Issuer is
                  made by a  competent  regulatory  authority  and that order is
                  still in effect;

         (b)      the Issuer is in breach of any term of this Agreement; or


<PAGE>
                                      -12-


         (c)      the  Agent  determines  that  any  of the  representations  or
                  warranties  made by the Issuer in this  Agreement  is false or
                  has become false.

12.3     If the Agent exercises its right to terminate this Agreement,  then the
Issuer will  immediately  issue a press release  setting out  particulars of the
termination.

12.4     The Agent may terminate  its  obligations  under this  Agreement if the
Exchange  does not  accept  the Short  Form for  filing  within  120 days of the
reference date of this Agreement.

13.      WARRANTIES AND REPRESENTATIONS

13.1     The Issuer warrants and represents to the Agent that:

         (a)      the Issuer and its  material  subsidiaries,  if any, are valid
                  and  subsisting  corporations  duly  incorporated  and in good
                  standing under the laws of the jurisdictions in which they are
                  incorporated, continued or amalgamated;

         (b)      the Issuer and its  subsidiaries,  if any, are duly registered
                  and  licensed  to carry on  business  or own  property  in the
                  jurisdictions  in which they carry on business or own property
                  where so required by the laws of that jurisdiction;

         (c)      the  authorized  and  issued  capital  of  the  Issuer  is  as
                  disclosed  in the Short Form and the  issued  and  outstanding
                  common shares of the Issuer are fully paid and non-assessable;

         (d)      the Issuer will reserve or set aside sufficient  common shares
                  in its treasury to issue the Shares,  Warrant Shares,  Agent's
                  Shares,  Agent's  Warrant  Shares,  Corporate  Finance Shares,
                  Corporate  Finance Warrant  Shares,  Agent's Option Shares and
                  Agent's Option Warrant Shares;

         (e)      except as  disclosed  in the  Short  Form,  the  Issuer is the
                  beneficial owner of the properties, business and assets or the
                  interests in the properties, business or assets referred to in
                  the  Short  Form and the  documents  incorporated  therein  by
                  reference,  all  agreements  by  which  the  Issuer  holds  an
                  interest in a property, business or asset are in good standing
                  according  to  their  terms,  and the  properties  are in good
                  standing under the  applicable  laws of the  jurisdictions  in
                  which they are situated;

         (f)      the  Short  Form and the  documents  incorporated  therein  by
                  reference, will contain full, true and plain disclosure of all
                  Material Facts in relation to the Issuer, its subsidiaries, if
                  any,  its  business  and  its  securities,   will  contain  no
                  Misrepresentations,  will be accurate in all material respects
                  and will omit no fact,  the  omission  of which will make such
                  representations misleading or incorrect;

         (g)      the  financial   statements  of  the  Issuer  incorporated  by
                  reference in the Short Form have been  prepared in  accordance
                  with  Canadian  generally  accepted   accounting   principles,
                  accurately  reflect the  financial  position  and all material
                  liabilities  (accrued,  absolute,  contingent or otherwise) of
                  the Issuer and its subsidiaries, if any, as at the date of the
                  financial  statements and there have been no adverse  material
                  changes in the  financial  position  of the Issuer  since that
                  date, except as fully and plainly disclosed in the Short Form;


<PAGE>
                                      -13-


         (h)      the  Issuer  has  complied  and  will  comply  fully  with the
                  requirements  of  all  applicable   laws  and   administrative
                  policies and directions,  including,  without limitation,  the
                  Applicable Legislation and applicable corporate legislation in
                  relation to the issue and trading of its securities and in all
                  matters relating to the Offering;

         (i)      the issue and sale of the  Securities  by the Issuer  does not
                  and will not conflict  with,  and does not and will not result
                  in a  breach  of,  any  of  the  terms  of  its  incorporating
                  documents or any  agreement or  instrument to which the Issuer
                  is a party;

         (j)      except as disclosed  in the Short Form,  neither the Issuer or
                  its subsidiaries,  if any, is a party to any actions, suits or
                  proceedings  which  could  materially  affect its  business or
                  financial condition, and no such actions, suits or proceedings
                  are contemplated or have been threatened;

         (k)      there  are  no  judgments  against  the  Issuer  or any of its
                  subsidiaries, if any, which are unsatisfied, nor are there any
                  consent  decrees or  injunctions to which the Issuer or any of
                  its subsidiaries, if any, is subject;

         (l)      this  Agreement  has been  duly  authorized  by all  necessary
                  corporate  action on the part of the Issuer and the Issuer has
                  full corporate power and authority to undertake the Offering;

         (m)      there is not  presently,  and will not be until the conclusion
                  of the  Distribution,  any  Material  Change  or change in any
                  Material  Fact  relating  to the Issuer  which has not been or
                  will  not  be  fully   disclosed   in  the  Short  Form  or  a
                  Subsequently   Triggered   Report   filed  and   delivered  in
                  accordance with this Agreement;

         (n)      the  Issuer  has filed on a timely  basis and will have on the
                  Closing  filed all  documents  required  to be filed under the
                  continuous disclosure parts of the Applicable Legislation, and
                  each of the documents  comprising  the  Continuous  Disclosure
                  Record  contained a complete and accurate  description  of its
                  subject matter at the time of its filing;

         (o)      the  Issuer is not in default  of any of the  requirements  of
                  Applicable   Legislation,   the  rules  and  policies  of  the
                  Exchange, or its Listing Agreement with the Exchange;

         (p)      the Issuer is an electronic  filer under  National  Instrument
                  13-101 System for Electronic Analysis and Retrieval (SEDAR);

         (q)      the Issuer has filed all documents  required to be filed under
                  the Applicable Legislation in each jurisdiction in which it is
                  a reporting issuer,  and it has filed an AIF in a jurisdiction
                  in Canada;


<PAGE>
                                      -14-


         (r)      the common  shares of the Issuer are listed for trading on the
                  Exchange and no order ceasing,  halting or suspending  trading
                  in  securities of the Issuer or  prohibiting  the sale of such
                  securities has been issued to and is  outstanding  against the
                  Issuer or its directors,  officers or promoters or against any
                  other  companies  that  have  common  directors,  officers  or
                  promoters  and  no  investigations  or  proceedings  for  such
                  purposes are pending or threatened;

         (s)      the Gross Proceeds of the Offering,  when  aggregated with the
                  Gross   Proceeds  from  Prior   Offerings,   will  not  exceed
                  $2,000,000;

         (t)      the number of common shares to be issued under the Short Form,
                  when  added to the  number  of Listed  Securities  of the same
                  class distributed under Prior Offerings, will exceed neither:

                  (i)      the   number  of   securities   of  the  same   class
                           outstanding immediately before the Issuer distributes
                           securities under the Short Form; nor

                  (ii)     the   number  of   securities   of  the  same   class
                           outstanding immediately before a Prior Offering;

         (u)      except  as  disclosed  in the Short  Form or any  Subsequently
                  Triggered  Report and the  documents  incorporated  therein by
                  reference,  no person  has any  right,  agreement  or  option,
                  present  or  future,  contingent  or  absolute,  or any  right
                  capable of becoming such a right, agreement or option, for the
                  issue or allotment  of any  unissued  shares in the capital of
                  the Issuer or its subsidiaries,  if any, or any other security
                  convertible  into or exchangeable  for any such shares,  or to
                  require the Issuer or its  subsidiaries,  if any, to purchase,
                  redeem or otherwise  acquire any of the issued and outstanding
                  shares in its capital;

         (v)      the  Issuer  and its  subsidiaries,  if any,  have  filed  all
                  federal,  provincial,  local and foreign tax returns which are
                  required to be filed,  or have requested  extensions  thereof,
                  and have  paid all taxes  required  to be paid by them and any
                  other assessment,  fine or penalty levied against them, to the
                  extent that any of the  foregoing is due and  payable,  except
                  for such assessments,  fines and penalties which are currently
                  being contested in good faith;

         (w)      the Issuer and its  subsidiaries,  if any, have established on
                  their books and records  reserves  which are  adequate for the
                  payment of all taxes not yet due and  payable and there are no
                  liens  for  taxes  on  the   assets  of  the   Issuer  or  its
                  subsidiaries,  if any, except for taxes not yet due, and there
                  are no audits of any of the tax  returns  of the Issuer or its
                  subsidiaries,   if  any,  which  are  known  by  the  Issuer's
                  management  to be pending,  and there are no claims which have
                  been or may be  asserted  relating  to any  such  tax  returns
                  which, if determined adversely,  would result in the assertion
                  by any governmental  agency of any deficiency which would have
                  a  material  adverse  effect on the  properties,  business  or
                  assets of the Issuer or its subsidiaries, if any;

         (x)      the  Issuer  owns  or  possesses  adequate  rights  to use all
                  material  patents,  trademarks,  service  marks,  trade names,
                  copyrights, trade secrets, information, proprietary rights and
                  other intellectual  property necessary for the business of the
                  Issuer now conducted and

<PAGE>
                                      -15-



                  proposed  to  be  conducted,  without  any  conflict  with  or
                  infringement of the rights of others.  The Issuer has received
                  no communication  alleging that the Issuer has violated or, by
                  conducting its business as proposed,  would violate any of the
                  patents, trademarks, service marks, trade names, copyrights or
                  trade secrets or other proprietary  rights of any other person
                  or entity. Neither the execution or delivery of this Agreement
                  nor the  carrying  on of the  business  of the  Issuer  by the
                  employees  of the Issuer,  nor the conduct of the  business of
                  the  Issuer  will  conflict  with or result in a breach of the
                  terms,  conditions,  or  provisions of or constitute a default
                  under, any contract, covenant or instrument under which any of
                  such employees is now obligated;

         (y)      other than the Agent, no person, firm or corporation acting or
                  purporting  to act at the request of the Issuer is entitled to
                  any brokerage,  agency or finder's fee in connection  with the
                  transactions described herein; and

         (z)      the warranties and representations in this Subsection are true
                  and will remain so as of the Closing.

13.2     The Agent warrants and represents to the Issuer that:

         (a)      it is a valid and subsisting  corporation under the law of the
                  jurisdiction  in  which  it  was  incorporated,  continued  or
                  amalgamated;

         (b)      it has appropriate  registration to sell the securities on the
                  basis provided in this Agreement;

         (c)      it is a member in good standing of the Exchange; and

         (d)      the warranties and representations in this Subsection are true
                  and will remain so as of the Closing.

14.      EXPENSES OF AGENT

14.1     The Issuer  will pay all of the  expenses of the  Offering  and all the
expenses  reasonably  incurred  by the  Agent in  connection  with the  Offering
including,  without limitation,  the fees and expenses of the solicitors for the
Agent.

14.2     The Issuer will pay the expenses referred to in the previous Subsection
even if the Short Form and this  Agreement  are not  accepted by the Exchange or
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 Agent.

14.3     The Agent may, from time to time, render accounts to the Issuer for its
expenses for payment on or before the dates set out in the accounts.

14.4     The Issuer  authorizes the Agent to deduct its  reasonable  expenses in
connection with the Offering from the proceeds of the Offering.


<PAGE>
                                      -16-


15.      INDEMNITY

15.1     The Issuer will  indemnify  the Agent and each of the  Agent's  agents,
directors,  officers and employees  (individually,  an  "Indemnified  Party" and
collectively,  the  "Indemnified  Parties") and save them  harmless  against all
losses, claims, damages or liabilities:

         (a)      existing (or alleged to exist) by reason of untrue  statements
                  contained  in  the  Short  Form  or  other   written  or  oral
                  representation made by the Issuer to an investor in connection
                  with the Offering or by reason of the omission to state in the
                  Short  Form any fact  necessary  to make  such  statements  or
                  representation  not  misleading  (except for  information  and
                  statements supplied by and referring solely to the Agent);

         (b)      arising  directly or  indirectly  out of any order made by any
                  regulatory  authority  based upon an allegation  that any such
                  untrue statement or  representation or omission exists (except
                  for  information  and  statements  supplied  by and  referring
                  solely to the Agent) including,  without limitation,  an order
                  that trading in or distribution of the Securities is to cease;

         (c)      resulting  from the  failure  by the  Issuer  to file with the
                  Regulatory  Authorities or deliver to the Agent a Subsequently
                  Triggered Report as required by this Agreement;

         (d)      resulting from the breach by the Issuer of any of the terms of
                  this Agreement;

         (e)      resulting  from any  representation  or  warranty  made by the
                  Issuer herein not being true or ceasing to be true;

         (f)      if the  Issuer  fails to issue and  deliver  the  certificates
                  representing  the  Securities  in the form  and  denominations
                  satisfactory  to the Agent at the time and place  required  by
                  the Agent with the result that any completion of a sale of the
                  Securities does not take place; or

         (g)      if,  following  the  completion  of  a  sale  of  any  of  the
                  Securities, a determination is made by any competent authority
                  setting aside the sale unless that determination arises out of
                  an act or omission by the Agent.

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

15.3     The Issuer will  assume the  defence of the action or claim,  including
the employment of counsel and the payment of all expenses.

15.4     The Indemnified Parties will have the right to employ separate counsel,
and the Issuer will pay the reasonable fees and expenses of such counsel.

15.5     The  indemnity  provided  for in this  Section  will not be  limited or
otherwise  affected by any other indemnity  obtained by the Indemnified  Parties
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  Parties  arising  out  of the  transactions  contemplated  by  this
Agreement has been extinguished by the operation of law.


<PAGE>
                                      -17-


15.6     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 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,  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  will be entitled to  contribution  from any
person who is not found liable for such fraudulent Misrepresentation.

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

16.      RIGHT OF FIRST REFUSAL

16.1     The Issuer will  notify the Agent of the terms of any further  brokered
equity (or  securities  convertible  into equity)  financing that it requires or
proposes to obtain during the 12 months following the Closing and the Agent will
have the right of first refusal to provide any such financing.

16.2     The right of first  refusal  must be  exercised  by the Agent within 15
days  following  the receipt of the notice by notifying  the Issuer that it will
provide such financing on the terms set out in the notice.

16.3     If the  Agent  fails to give  notice  within  the 15 days  that it will
provide  such  financing  upon the terms set out in the notice,  the Issuer will
then be free to make other  arrangements to obtain financing from another source
on the same  terms or on terms no less  favourable  to the  Issuer,  subject  to
obtaining the acceptance of the Regulatory Authorities.

16.4     The right of first  refusal  will not  terminate  if, on receipt of any
notice from the Issuer  under this  Section,  the Agent  fails to  exercise  the
right.

16.5     The right of first refusal granted under this Section will terminate if
the  Offering  is not made by the  Agent  within  the  period  provided  in this
Agreement.

17.      ASSIGNMENT AND SELLING GROUP PARTICIPATION

17.1     The Agent will not assign  this  Agreement  or any of its rights  under
this Agreement or, with respect to the  Securities,  enter into any agreement in
the nature of an option or a  sub-option  unless and  until,  for each  intended
transaction,  the Agent has  obtained  the  consent of the Issuer and notice has
been given to and accepted by the Regulatory Authorities.

17.2     The Agent may offer selling group participation in the normal course of
the brokerage business to selling groups of other licensed dealers,  brokers and
investments  dealers,  who may or who may not be offered part of the commissions
or warrants to be received by the Agent pursuant to this Agreement.


<PAGE>
                                      -18-


18.      NOTICE

18.1     Any notice  under this  Agreement  will be given in writing and must be
delivered,  sent by  facsimile  transmission  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.

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

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

18.4     If there is an  interruption  in normal  mail  service  due to  strike,
labour  unrest or other  cause at or prior to the time a notice  is  mailed  the
notice will be sent by facsimile transmission or will be delivered.

19.      TIME

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

20.      SURVIVAL OF REPRESENTATIONS AND WARRANTIES

The  representations,  warranties,  covenants  and  indemnities  of the  parties
contained in this Agreement will survive the closing of the purchase and sale of
the Securities.

21.      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.

22.      ENUREMENT

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

23.      HEADINGS

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

24.      LAW

This  Agreement  and  its  application  and  interpretation   will  be  governed
exclusively  by the laws  prevailing  in British  Columbia.  The parties to this
Agreement consent to the jurisdiction of the courts of British  Columbia,  which
courts shall have  exclusive  jurisdiction  over any dispute of any kind arising
out of or in connection with this Agreement.


<PAGE>
                                      -19-


25.      ENTIRE AGREEMENT

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

26.      COUNTERPARTS

This Agreement may be executed in two or more  counterparts,  each of which will
be deemed to be an  original  and all of which will  constitute  one  agreement,
effective as of the reference date given above.

This document was executed and delivered as of the date given above.


                                    CENTRASIA MINING CORP.

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

                                    Per:  /s/ James Harris
                                          --------------------------------------
                                          Authorized Signatory


                         c/s    CANACCORD CAPITAL CORPORATION

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

                                    Per:  /s/ David Horton
                                          --------------------------------------
                                          Authorized Signatory

                                      I/We  have  the   authority  to  bind  the
                                      corporation