EXHIBIT 4.15

               Share Purchase Agreement, dated July 25, 2005 among

                         Baradero Resources Limited, the
                         shareholders of 0724000 BC Ltd.
                               and 0724000 BC Ltd.


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                            SHARE PURCHASE AGREEMENT


THIS AGREEMENT is dated the     25th         day of     July             , 2005,
                            ----------------        -------------------

AMONG:

          BARADERO RESOURCES LTD., a company continued under the laws of British
          Columbia and having an office at Suite 1350, 1090 West Georgia Street,
          Vancouver, BC  V6E 3V7

          (the "PURCHASER")

AND:

          DOUG TURNBULL, having an address at _______________________

          ("TURNBULL")

AND:

          CARY PINKOWSKI, having an address at ______________________

          ("PINKOWSKI")

AND:

          BILL TAFURI, having an address at ____________________________

          ("TAFURI")

AND:

          GREG CROWE, having an address at __________________________

          ("CROWE")

AND:

          LINDSAY BOTTOMER, having an address at ___________________

          ("BOTTOMER")

AND:

          JAMES HARRIS, having an address at __________________________

          ("HARRIS")

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                                      -2-

AND:

          ROBIN MERRIFIELD, having an address at ____________________

          ("MERRIFIELD")

AND:

          CENTRASIA MINING CORP., a company continued under the laws of  British
          Columbia  and  having  an  office  at  300 - 1055  W.  Hastings   St.,
          Vancouver, BC  V6E 2E9

          (the "COMPANY")


NOW THEREFORE in  consideration of the mutual covenants herein contained and for
other good and valuable  consideration  mutually given and received, the receipt
and  sufficiency  of which is hereby  acknowledged,  the parties hereby agree as
follows:

                                   ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

Wherever used in this Agreement, unless there is something in the subject matter
or context inconsistent  therewith,  the following words and terms will have the
meanings respectively given them:

         (a)      "ACQUISITION SHARES" means the Purchaser's Shares to be issued
                  hereunder to the  Centrasia  Shareholders  in exchange for the
                  Centrasia Shares pursuant to Section 2.1;

         (b)      "ACTION" means any claim, action, suit, arbitration,  inquiry,
                  proceeding or investigation  of any kind or manner  whatsoever
                  by or before any Governmental Authority;

         (c)      "AFFILIATE" means a Person or entity where: (i) one of them is
                  the  Subsidiary  of  the  other,  or  (ii)  each  of  them  is
                  Controlled by the same Person;

         (d)      "AGREEMENT"  means  this  share  purchase  agreement  and  the
                  schedules   attached  hereto,  as  amended,   supplemented  or
                  restated from time to time in accordance with its terms;

         (e)      "APPLICABLE  LAWS"  means,  with  respect to any  Person,  any
                  national or foreign federal,  state, provincial or local Laws,
                  ordinance, regulation, rule, code, order, other requirement or
                  rule of law or stock  exchange rule  applicable to such Person
                  or  any  of  its  respective  properties,   assets,  officers,
                  directors, employees, independent contractors,  consultants or
                  agents;

         (f)      "ASSOCIATE" means, if used to indicate a relationship with any
                  Person,

                  (i)   a partner, other than a limited partner, of that Person,

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                  (ii)  a trust or estate in which that Person has a substantial
                        beneficial  interest  or for which that Person serves as
                        trustee or in a similar capacity,

                  (iii) an  issuer in  respect of which that Person beneficially
                        owns  or  Controls,  directly   or   indirectly,  voting
                        securities carrying more than  10% of  the voting rights
                        attached  to  all  outstanding  voting securities of the
                        issuer, or

                  (iv)  a  relative, including  the spouse, of  that Person or a
                        relative  of  that Person's spouse,  if the relative has
                        the same home as that Person;

         (g)      "BARADERO  FINANCIAL  STATEMENTS"  means,  collectively,   the
                  audited  financial  statements  of  the  Purchaser,   and  the
                  unaudited  financial  statements of the  Purchaser,  copies of
                  which are attached hereto as Schedule 5.17;

         (h)      "BARADERO MATERIAL  CONTRACTS" means those subsisting material
                  commitments,   contracts,   instruments,   leases   and  other
                  agreements, oral or written, entered into by Baradero by which
                  it is bound or to which any of its assets are subject;

         (i)      "BCBCA"   means  the   BUSINESS   CORPORATIONS   ACT  (British
                  Columbia), as amended from time to time;

         (j)      "BMC"  means   Bulakashu   Mining   Company   LLC,  a  company
                  incorporated  under the laws of the  Kyrgyz  Republic  and the
                  owner of the exploration licence for the Bulakashu Property as
                  described in the Original Bulakashu Option Agreement;

         (k)      "BULAKASHU  PROPERTY" means the property in the Bulakashu area
                  of the  Kyrgyz  Republic  to which BMC  holds the  exploration
                  licence described in the Original Bulakashu Option Agreement;

         (l)      "CENTRASIA  FINANCIAL  STATEMENTS" means the audited financial
                  statements  of the Company for the ten months  ended March 31,
                  2005 and the period from February 4, 2004  (incorporation)  to
                  May 31, 2004, a copy of which are attached  hereto as Schedule
                  3.18;

         (m)      "CENTRASIA MATERIAL CONTRACTS" means those subsisting material
                  commitments,   contracts,   instruments,   leases   and  other
                  agreements,  oral or written,  entered  into by  Centrasia  by
                  which it is bound or to which any of its assets are subject;

         (n)      "CENTRASIA  SHAREHOLDERS"  means  the  holders  of  all of the
                  Centrasia Shares as set out in Schedule 3.2;

         (o)      "CENTRASIA  SHARES" means  collectively  all of the issued and
                  outstanding common shares of the Company as of the Closing;

         (p)      "CLOSING"  means the closing of the  purchase  and sale of the
                  Centrasia Shares pursuant to this Agreement;

         (q)      "CLOSING DATE" means August 31, 2005 or such other date as the
                  Company,  the  Centrasia  Shareholders  and the  Purchaser may
                  agree;

         (r)      "CONSTATING   DOCUMENTS"  means  the  articles,   articles  of
                  incorporation, notice of articles, memorandum, by-laws and any
                  other similar document of an incorporated entity together with
                  any amendment thereto or replacement thereof;

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         (s)      "CONTROL",  "CONTROLS" or "CONTROLLED" means a situation where
                  a Person  or  Persons  acting in  concert  hold,  directly  or
                  indirectly,  legally or beneficially  (other than for security
                  interest  only),  issued and  outstanding  shares of a company
                  carrying  more than 50% of the voting  rights that may be cast
                  for the election of directors;

         (t)      "DEBT  SETTLEMENT  AGREEMENTS"  has  the  meaning  set  out in
                  Section 2.2;

         (u)      "GAAP"  means  those   accounting   principles,   consistently
                  applied,  which are recognized as being generally  accepted in
                  Canada  from  time  to  time  as set  forth  in  the  Handbook
                  published by The Canadian Institute of Chartered Accountants;

         (v)      "GOVERNMENTAL   AUTHORITY"   means  any  Canadian  or  foreign
                  federal, state,  provincial or local governmental,  regulatory
                  or  administrative  authority,  agency  or  commission  or any
                  court, tribunal or judicial or arbitral body;

         (w)      "GOVERNMENTAL   ORDER"  means  any  order,   writ,   judgment,
                  injunction, decree, stipulation, determination or award issued
                  or entered by or with any Governmental Authority;

         (x)      "LAWS"  means  any  Canadian  or  foreign,   federal,   state,
                  provincial or local law,  ordinance,  regulation,  rule, code,
                  Order, Governmental Order, other requirement or rule of law or
                  stock exchange rule,  including any judicial or administrative
                  interpretation thereof;

         (y)      "LENDERS"  means the Persons  listed on Schedule  2.2 attached
                  hereto who have provided and will  continue to provide  bridge
                  financing to the Company until the Closing Date;

         (z)      "LIABILITIES"   means  any  and  all  debts,  trade  accounts,
                  liabilities  and   obligations,   whether  accrued  or  fixed,
                  absolute or contingent,  matured or unmatured or determined or
                  undeterminable,  including,  without limitation, those arising
                  under any Law, Action,  Order or Governmental  Order and those
                  arising under any contract, agreement, arrangement, commitment
                  or undertaking or otherwise,  including,  without  limitation,
                  arising  directly or indirectly under or pursuant to any loan,
                  credit  agreement,  loan or  credit  facility  transaction  or
                  arrangement   or  any   off-balance   sheet   transaction   or
                  arrangement;

         (aa)     "LIEN" means any  encumbrance  of any nature or kind  whatever
                  and includes a security interest,  mortgage,  lien,  hypothec,
                  pledge,   hypothecation,   assignment,   charge  or  security,
                  including  arising  under or by  operation  of any  Applicable
                  Laws, including any banking legislation, trust or deemed trust
                  (whether  contractual,  statutory or otherwise  arising),  any
                  easement, agreement,  reservation,  right of way, restriction,
                  encroachment,  burden,  bond,  guarantee or any other right or
                  claim  of  others  of any  kind  whatever  or any  restrictive
                  covenant or other  agreement,  restriction  or  limitation  on
                  title or use;

         (bb)     "NEW  BULAKASHU  OPTION  AGREEMENT" has the meaning set out in
                  subsection 6.2(d);

         (cc)     "NEW STOCK OPTION PLAN" has the meaning set out in  subsection
                  8.3(f);

         (dd)     "ORDER"   means  any  order,   (including   any   judicial  or
                  administrative  order  and  the  terms  of any  administrative
                  consent)   injunction,   judgment,   decree,   ruling,   writ,
                  assessment or arbitration award;

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         (ee)     "ORIGINAL  BULAKASHU  OPTION  AGREEMENT"  means the  agreement
                  dated  September  24, 2004 among  Marsa Gold Corp.  ("MARSA"),
                  Aitas Mining Company  ("AITAS"),  BMC and the Company pursuant
                  to which the Company has an option to acquire up to all of the
                  issued shares of BMC, as amended by an agreement dated January
                  18, 2005 (the "AMENDING  AGREEMENT")  and as it may be further
                  amended, restated or replaced from time to time;

         (ff)     "PERSON"  includes any corporation,  individual,  partnership,
                  joint venture, syndicate, sole proprietorship, company, trust,
                  trustee,  executor,  administrator,  or other  legal  personal
                  representatives,  regulatory  body or  agency,  government  or
                  governmental agency,  authority or entity howsoever designated
                  or constituted;

         (gg)     "PURCHASER'S  SHARES" means common shares without par value in
                  the capital of the Purchaser;

         (hh)     "STOCK OPTION PLAN" means the current stock option plan of the
                  Purchaser;

         (ii)     "SUBSIDIARY"  means a subsidiary within the meaning of Section
                  2(2) of the  BCBCA  and  "SUBSIDIARIES"  means  more  than one
                  Subsidiary;

         (jj)     "TAX"  or  "TAXES"  means  all  federal,  state,   provincial,
                  municipal,  foreign,  and other taxes (including income taxes,
                  sales  taxes,  excise  taxes,  value added  taxes,  use taxes,
                  capital taxes, property taxes), rates,  assessments,  charges,
                  and  levies,  including  penalties,  interest,  and fines with
                  respect thereto;

         (kk)     "TAX ACT" means the INCOME TAX ACT  (Canada),  as amended from
                  time to time;

         (ll)     "TECHNICAL INFORMATION" means all information and all know-how
                  owned,  leased  or  licensed  by the  Company  or in which the
                  Company has a right, title or interest,  or which is otherwise
                  related to its assets, including:

                  (a)      information  of a  scientific,  technical or business
                           nature,   whether  in   written,   graphic,   machine
                           readable, electronic or physical form; and

                  (b)      maps, plans, designs,  research data, research plans,
                           development plans, drill core samples, trade secrets,
                           processes, formulas, drawings,  technology,  computer
                           software and related manuals,  unpatented blueprints,
                           flow sheets, equipment and parts lists, instructions,
                           manuals, records and procedures.

         (mm)     "TRANSACTION DOCUMENTS" means this Agreement and all agreement
                  or  documents  contemplated  hereby,   including  but  without
                  limitation,   the  Debt  Settlement  Agreements  and  the  New
                  Bulakashu Option Agreement;

         (nn)     "TSX-V" means the TSX Venture Exchange; and

         (oo)     "WARRANTY  CLAIM" means any claim  against a party based on or
                  with   respect   to   the   inaccuracy   or   non-performance,
                  non-fulfilment  or breach of any  representation,  warranty or
                  covenant made by such party under this  Agreement or contained
                  in any document or certificate given by such party in order to
                  carry out the transactions provided in this Agreement.

1.2      WORDS AND TERMS ELSEWHERE DEFINED

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Any  words or terms defined elsewhere in this Agreement will have the particular
meaning ascribed thereto.

1.3      CURRENCY

All  references  to  currency  in this Agreement are to Canadian dollars, unless
otherwise specifically indicated.

1.4      HEADINGS AND REFERENCES

The division of this  Agreement  into  articles,  sections and schedules and the
insertion of headings are for  convenience  of reference  only and do not affect
the  construction  or  interpretation   of  this  Agreement.   Unless  otherwise
specified,  references  to  Articles,  Sections and  Schedules  are to Articles,
Sections and Schedules to this Agreement.

1.5      ACCOUNTING TERMS

All accounting terms not defined in this Agreement have those meanings generally
given them in accordance with GAAP.

1.6      CONSTRUCTION

In this Agreement:

         (a)      words denoting the singular  include the plural and vice versa
                  and words denoting any gender include all genders;

         (b)      the word "including" will mean "including without limitation";
                  and

         (c)      any reference to a statute,  law or  regulation  will mean the
                  statute or law in force as at the date of this  Agreement  and
                  any  regulation  in force  under that  statute or law,  unless
                  otherwise expressly provided.

1.7      KNOWLEDGE

The phrase "to the  knowledge"  of a Person or that a Person or Persons "are not
aware of" and  similar  phrases,  when used in this  Agreement,  mean the actual
knowledge of the Person, or any of the directors and officers of that Person, as
the case may be,  together  with the  knowledge  the Person,  its  directors  or
officers should have had after making due enquiry  concerning the factual matter
in question.

1.8      SCHEDULES

The following schedules attached hereto form part of this Agreement:

          SCHEDULE            TITLE

          Schedule 2.2        Lenders' Details and Principal Amounts re: Debt
                              Settlement Agreements

          Schedule 3.2        Centrasia Shareholders and Shareholdings as at the
                              Closing Date

          Schedule 3.18       Centrasia Financial Statements

          Schedule 3.19       Company's Accounts Payable and Other Liabilities


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          SCHEDULE            TITLE

          Schedule 3.26       Centrasia Material Contracts

          Schedule 5.2        Share Capital Structure of the Purchaser

          Schedule 5.17       Baradero Financial Statements

          Schedule 5.18       Purchaser's Accounts Payable and Other Liabilities

          Schedule 5.24       Baradero Material Contracts

                                   ARTICLE 2
                           PURCHASE AND SALE OF SHARES

2.1      PURCHASE OF CENTRASIA SHARES

On the terms  and  subject  to the  fulfilment  of the  conditions  hereof,  the
Purchaser  agrees to purchase  all of the  Centrasia  Shares from the  Centrasia
Shareholders  in  consideration  of  the  Acquisition  Shares,  payable  to  the
Centrasia Shareholders in proportion to the Centrasia Shares held by them all as
set out on Schedule  3.2,  and the  Centrasia  Shareholders  agree to sell their
Centrasia Shares to the Purchaser pursuant to this Agreement.

2.2      CONVERSION OF LOANS

The  Purchaser  has entered into a debt  settlement  agreement  with each of the
Lenders (the "Debt Settlement  Agreements") whereby the Purchaser will (a) issue
securities to the Lenders in  proportion  to the principal  amount owing to each
Lender (the  "Principal  Amounts")  as set out on Schedule  2.2; and (b) pay the
interest  owing to each Lender (the  "Interest  Amounts") as set out in the Debt
Settlement  Agreements by way of bank draft or certified  cheque and the Lenders
will release and  discharge the Company from all claims,  demands,  obligations,
debts and other  liabilities  directly or  indirectly  related to the  Principal
Amounts and the Interest  Amounts.  The  Purchaser's  obligation to complete the
transactions  contemplated by the Debt Settlement  Agreements will be subject to
the concurrent completion of the transactions contemplated by this Agreement.

                                   ARTICLE 3
           REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND TURNBULL

Each of the Company and Turnbull hereby,  jointly and severally,  represents and
warrants to the Purchaser that:

3.1      INCORPORATION, EXISTENCE AND CORPORATE POWER

The Company is a company duly continued, validly subsisting and in good standing
under the BCBCA with  respect to the  filings  of its  annual  returns  with the
Registrar of Companies under the BCBCA and has all requisite corporate power and
capacity  to own its  property  and assets and to carry on its  business  as now
being conducted by it.

3.2      SHARE CAPITAL AND CENTRASIA SHARES

Schedule 3.2 accurately describes the authorized and issued share capital of the
Company and lists all of the shareholders of the Company, and lists all options,
warrants,  conversion rights or other rights granted by it for the subscription,
purchase or issuance of any unissued  shares or  securities of it as at the date


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hereof.

3.3      SHARE RIGHTS

The rights and privileges, restrictions and conditions attached to the shares of
the Company are as set out in its Constating Documents.

3.4      NO OPTIONS

Except as set out in Schedule 3.2, no Person has any agreement, option, warrant,
privilege or right (including a conversion or pre-emptive  right) whether by law
or contract,  or understandings  capable of becoming an agreement or option, for
the purchase or acquisition  of any shares or to create any additional  class of
shares of the Company.

3.5      NO OTHER AGREEMENTS TO PURCHASE

Except as set out in Schedule  3.2, no Person has any written or oral  agreement
or option or any right or privilege  (whether by law or contractual)  capable of
becoming an agreement or option for the purchase or acquisition from the Company
of any shares of the Company.

3.6      CONDUCTING BUSINESS

The Company is conducting  its business in  compliance in all material  respects
with all applicable  laws,  rules and regulations of each  jurisdiction in which
its business is carried on.

3.7      PERMITS

The Company has all permits,  licenses and any similar  authority  necessary for
the  conduct of its  business  as now being  conducted  by it, the lack of which
could materially and adversely affect its business,  properties,  prospects,  or
financial condition and believes it can obtain, without undue burden or expense,
any similar  authority  for the conduct of its  business.  The Company is not in
default in any material respect under any of such franchises,  permits, licenses
or other similar authority.

3.8      CONSTATING DOCUMENTS

The Company's  Constating Documents are in the form contained in its minute book
and no modifications or alterations have been
proposed or approved by its shareholders.

3.9      VALID ISSUANCE OF COMMON SHARES

The Centrasia Shares are all duly and validly authorized and issued,  fully paid
and non-assessable, and were issued in compliance
with all applicable corporate and securities laws.

3.10     CORPORATE RECORDS

The  corporate  records and minute  books of the Company  contain  complete  and
accurate   minutes  of  all  meetings  and  resolutions  of  its  directors  and
shareholders  since its incorporation and all such meetings were duly called and
held. The share certificate  books,  register of members,  register of transfers
and register of directors of the Company are complete and accurate.


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                                       -9-

3.11     POWER, CAPACITY AND AUTHORITY OF THE COMPANY

The Company has the necessary power, capacity, right and authority to enter into
and deliver this Agreement and the other Transaction  Documents,  and to perform
its obligations hereunder and thereunder.

3.12     AUTHORIZATION OF THE COMPANY

All corporate action on the part of the Company and its officers,  directors and
shareholders  necessary  for the  authorization,  execution  and delivery of the
Transaction  Documents  to  which  it is a  party,  the  performance  of all its
obligations  hereunder and thereunder  and the transfer of the Centrasia  Shares
being  sold  hereunder,  has been taken or will be taken  prior to the  Closing,
including,  without limitation,  waiver of all rights of first offer or refusal,
if any.

3.13     COMMISSIONS, ETC.

Except  for  the  finder's  fee  referred  to in  section  10.3,  there  are  no
commissions  or  other  remuneration  payable  to any  broker,  agent  or  other
intermediary who has been retained or acted for or on behalf of the Company with
respect to the sale of the Centrasia Shares by the Centrasia Shareholders to the
Purchaser hereunder.

3.14     TRANSACTION DOCUMENTS

The  Transaction  Documents to which the Company is a party,  when  executed and
delivered,  will constitute legal, valid and binding  obligations of the Company
enforceable against it in accordance with their respective terms, except: (i) as
limited by applicable bankruptcy,  insolvency,  reorganization,  moratorium, and
other laws of general  application  affecting  enforcement of creditors'  rights
generally;  and (ii) as limited by laws relating to the availability of specific
performance, injunctive relief, or other equitable remedies.

3.15     COMPLIANCE

The  execution,  delivery  and  performance  by the  Company of the  Transaction
Documents  to  which  it is a party  and the  consummation  of the  transactions
contemplated  thereby:

         (a)      are not in violation or default of its Constating Documents or
                  of any material instrument,  judgment,  order, writ, decree or
                  contract  to which it is a party or by which it is bound or of
                  any material  provision of any  applicable  federal,  state or
                  provincial statute,  rule or regulation and will not result in
                  any such violation or be in conflict with or constitute,  with
                  or without the passage of time and giving of notice, a default
                  under any such provision,  instrument,  judgment, order, writ,
                  decree or contract; and

         (b)      will not result in or constitute,  with or without the passage
                  of time and giving of notice,  an event  which  results in the
                  creation  of any Lien upon any  assets of the  Company  or the
                  suspension,  revocation, impairment, forfeiture, or nonrenewal
                  of any material permit,  license,  authorization,  or approval
                  applicable to the Company and its business and assets.

3.16     GOVERNMENTAL CONSENTS

No consent, approval, order or authorization of, or registration, qualification,
license,  permit, consent notice,  designation,  declaration or filing with, any
authority  on the  part of the  Company  is  required  in  connection  with  the
execution,  deliverance,  due  performance,  observance and  consummation of the


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                                      -10-

transactions  contemplated  by  the  Transaction  Documents  and to  render  the
Transaction Documents valid, legal, binding and enforceable.

3.17     APPROVAL OF THIRD PARTIES

The  Company is not under any  obligation,  contractual  or  otherwise,  to give
notice or to request or obtain the consent of any Person or entity to any of the
transactions  contemplated  in  the  Transaction  Documents,  or  to  the  sale,
transfer, assignment or delivery of the Centrasia Shares.

3.18     CENTRASIA FINANCIAL STATEMENTS

         (a)      The Centrasia Financial Statements are complete and correct in
                  all  material  respects and have been  prepared in  accordance
                  with GAAP.

         (b)      The  Centrasia   Financial   Statements   present  fairly  the
                  financial condition and operating results as of the dates, and
                  for the periods, indicated therein.

         (c)      Except as set forth in the Centrasia  Financial  Statements or
                  otherwise disclosed in this Agreement (including the Centrasia
                  Material   Contracts),   the   Company   does   not  have  any
                  liabilities,  contingent,  accruing or otherwise,  other than:
                  (i)  liabilities  incurred in the ordinary  course of business
                  subsequent to the date of the Centrasia Financial  Statements;
                  and (ii) obligations under contracts and commitments  incurred
                  in the ordinary course of business and not required under GAAP
                  to be reflected in the Centrasia Financial Statements,  which,
                  in  both  cases,  individually  or in the  aggregate,  are not
                  material to the  financial  condition or operating  results of
                  each of the Company and have not had a material adverse impact
                  on the  financial  condition of the Company  since the date of
                  the Centrasia Financial Statements.

3.19     ACCOUNTS PAYABLE AND OTHER LIABILITIES

Schedule 3.19 provides a complete listing for the Company's accounts payable and
all other liabilities equal to or in excess of $5,000 as at April 30, 2005, such
amounts  determined  in  accordance  with GAAP.

3.20     FINANCIAL RECORDS OF THE COMPANY

The books and records of the Company have been  consistently  kept in accordance
with its internal  policies and do fairly and  correctly set out and disclose as
at the date hereof in all material  respects:

         (a)      its assets,  liabilities and shareholders'  equity,  all as at
                  the date hereof; and

         (b)      its  revenues  and  expenses  for the period  from the date of
                  Centrasia Financial Statements to the date hereof;

and all of its material financial  transactions have been accurately recorded in
such books and records up to and including  the date hereof.  Without in any way
limiting the generality of the  foregoing,  all bonuses,  commissions  and other
payments are reflected in the books of account of the Company.

3.21     SHAREHOLDERS' LOANS

As  at the  date hereof there are  no loans outstanding from shareholders to the
Company, other than as disclosed in Schedule 2.2.

3.22     GUARANTEES AND OTHER AGREEMENTS OF THE COMPANY

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                                      -11-


Except as set out in the Centrasia  Financial  Statements or otherwise disclosed
in this Agreement (including the Centrasia Material  Contracts),  the Company is
not a  party  to or  bound  by  any  agreement  of  guarantee,  indemnification,
assumption  or  endorsement  or any other like  commitment  of the  obligations,
liabilities  (contingent or otherwise) or  indebtedness of any Person or entity,
and the  Company  has not given any  guarantee  or  warranty  in  respect of any
property,  products  or  services  sold or leased  by it except in the  ordinary
course of business.

3.23     SUBSEQUENT EVENTS

Except  as  disclosed  herein,   since  the  date  of  the  Centrasia  Financial
Statements, the Company has not:

         (a)      declared,  made or committed itself to make any payment of any
                  dividends or any other distribution in respect of its shares;

         (b)      subdivided,   consolidated  or   reclassified,   or  redeemed,
                  purchased  or  otherwise  acquired or agreed to acquire any of
                  its shares;

         (c)      transferred,  assigned,  sold or otherwise  disposed of any of
                  its assets or cancelled  any debts or claims  except,  in each
                  case, in the ordinary and usual course of business;

         (d)      incurred or assumed any  obligations  or  liability  (fixed or
                  contingent),   except   unsecured   current   obligations  and
                  liabilities  incurred  in the  ordinary  and  usual  course of
                  business;

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

         (f)      discharged  or satisfied  any Lien or paid any  obligation  or
                  Liability other than liabilities  incurred in the ordinary and
                  usual course of business;

         (g)      suffered  an  operational  loss  or  any  extraordinary  loss,
                  waived,  surrendered  or omitted to take any action in respect
                  of any  rights  of  substantial  value,  or  entered  into any
                  commitment or transaction not in the ordinary and usual course
                  of business;

         (h)      made or otherwise  authorized  or agreed to any changes in any
                  Material Contract that could have a material effect on it;

         (i)      paid any  bonuses,  pensions,  share  of  profits  or  similar
                  benefits  (whether  monetary or otherwise) or made any general
                  wage or salary  increases  in  respect of  personnel  which it
                  employs,  consultants,  Persons contracted to provide services
                  to it, its directors or former directors;

         (j)      mortgaged,  pledged,  subjected  to Lien,  granted a  security
                  interest in or otherwise encumbered any of its assets, whether
                  tangible or intangible;

         (k)      made any gift of money or of any of its assets to any Person;

         (l)      experienced any material  changes in the condition  (financial
                  or otherwise), its assets, Liabilities,  operations, earnings,
                  business or prospects;

         (m)      experienced any material damage,  destruction or loss,  labour
                  trouble or other events,  development or condition (whether or
                  not  covered  by  insurance)  which has or may have a material
                  affect on its assets, business or future prospects;


<PAGE>

                                      -12-


         (n)      made any  payment,  discharge  or  satisfaction  of any  Lien,
                  Liability or obligation (whether absolute, accrued, contingent
                  or  otherwise,  and  whether  due or to become due) other than
                  payment of accounts  payable and tax  liabilities  incurred in
                  the ordinary and normal course  business and  consistent  with
                  past practice;

         (o)      made any licence,  sale,  assignment,  transfer,  disposition,
                  pledge,  mortgage of or granting a security  interest or other
                  Lien on or over any of its assets,  other than in the ordinary
                  and normal course of business;

         (p)      made any write-off as uncollectible of any accounts receivable
                  or any portion thereof;

         (q)      had any  cancellation of any debts or claims or any amendment,
                  termination or waiver of any rights of value;

         (r)      made any loan to, or  engaged in any other  transaction  with,
                  any  of  its  employees,   officers  or  directors  or  former
                  employees, officers or directors;

         (s)      made any capital  expenditures  or  commitments  that have not
                  been consented to by the Purchaser;

         (t)      made any change in the accounting or tax practices followed by
                  it; or

         (u)      authorized,  agreed or otherwise become committed to do any of
                  the foregoing.

3.24     CONDUCT OF BUSINESS

The Company's  business has been carried on in the ordinary and normal course of
business since the date of the Centrasia Financial Statements and there has been
no event or circumstance  which would constitute a material adverse change in or
to its business.

3.25     TECHNICAL INFORMATION

The Company has provided  the  Purchaser  with a true and  complete  copy of all
material Technical Information in its control or
possession.

3.26     CENTRASIA MATERIAL CONTRACTS

The Centrasia  Material  Contracts are listed and briefly  described in Schedule
3.26 to this  Agreement  and the Company has  fulfilled and performed all of its
obligations  which are  necessary  to be fulfilled or performed as of this date,
and is capable of fulfilling  and  performing its  obligations  thereunder.  The
Company has provided to the  Purchaser a true and complete copy of each material
contract to which it is a party as listed and described in Schedule 3.26 and all
amendments  thereto.  The Company and Turnbull are not aware of any intention on
the part of any of the other parties  thereto to terminate or  materially  alter
any of the Centrasia Material Contracts to which it is a party.

3.27     NO OTHER AGREEMENTS

Other than the Centrasia  Material  Contracts  described in Schedule 3.26, there
are no agreements,  letters of intent,  commitments or understandings,  to which
the Company is a party  which:

         (a)      involve  partnerships,  joint  ventures,  or  licensing of its
                  assets  or its  interest  in  the  Original  Bulakashu  Option
                  Agreement or New Bulakashu Option Agreement; or


<PAGE>

                                      -13-


         (b)      are not on arm's length terms or are in any way otherwise than
                  in the ordinary and normal course of business.

3.28     NO DEFAULTS UNDER CENTRASIA MATERIAL CONTRACTS

The Company is not, nor to the best of the knowledge of the Company and Turnbull
is any other party,  in default or breach in any material  respect of any of the
Centrasia  Material  Contracts and there exists no state of facts as of the date
hereof  which  after  notice or lapse of time or both  would  constitute  such a
default or breach by the Company and all the Centrasia Material Contracts are in
good  standing  and in full force and effect and the  Company is entitled to all
rights  and  benefits  thereunder  and has not  assigned,  promised  to  assign,
encumbered,  impaired  or  otherwise  disposed  of any rights or benefits or its
entitlement thereto.

3.29     SHAREHOLDERS AGREEMENTS

There are no shareholders'  agreements or other agreements governing the voting,
holding,  transfer  or sale of the  Company's  shares or the  management  of the
affairs of the Company.

3.30     LITIGATION

Except as disclosed herein:

         (a)      there is no action,  suit, claim,  proceeding or investigation
                  outstanding,  or, to the best of the  knowledge of the Company
                  and Turnbull,  currently  threatened against the Company which
                  questions,  undermines  or  jeopardizes  the  validity  of the
                  Transaction  Documents  or the right of the  Company  to enter
                  into  any  of  them,   or  to  consummate   the   transactions
                  contemplated   thereunder,   or  which  might  result,  either
                  individually  or in the  aggregate,  in any  material  adverse
                  changes in the assets,  condition  or affairs of the  Company,
                  financially or otherwise,  or any change in the current equity
                  ownership of the Company, nor is the Company or Turnbull aware
                  that there is any basis for the foregoing;

         (b)      the Company is not a party or subject to the provisions of any
                  order, rule, writ, injunction, judgment or decree of any court
                  or government agency or instrumentality; and

         (c)      there is no action,  suit, claim,  proceeding or investigation
                  by the  Company  currently  outstanding  or which the  Company
                  intends to initiate.

3.31     SUBSIDIARIES AND AFFILIATES

The Company  presently  does not own or Control,  directly  or  indirectly,  any
interest in any other company, association, partnership,
joint venture or other business entity.

3.32     NO OPTIONS ON ASSETS

Other than as provided herein, there is no agreement,  option,  understanding or
commitment,  or any right or privilege capable of becoming an agreement, for the
purchase  from the Company of its business or any of its assets.

3.33     NON-ARMS LENGTH TRANSACTIONS

The Company has not since the date of the Centrasia  Financial  Statements  made
any payment or loan to, or borrowed any moneys from or is otherwise indebted to,
any officer, director, employee,  shareholder or any other Person not dealing at
arm's length with it or any  Affiliates  or  Associate of any of the  foregoing,


<PAGE>

                                      -14-
except  (a) as  reflected  in the  Centrasia  Financial  Statements;  (b)  usual
employee  reimbursements  and  compensation  paid  in  the  ordinary  course  of
business;  and (c) as disclosed in this Agreement or in the documents  disclosed
in this Agreement.

3.34     ENVIRONMENTAL MATTERS

Conditions  on and relating  with respect to all past and current  operations of
the  Company,  if any,  are in material  compliance  with all  applicable  laws,
regulations  and orders  relating to  environmental  matters  including  but not
limited to reclamation, rehabilitation, waste disposal and storage.

3.35     OTHER REPRESENTATIONS

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

3.36     FULL DISCLOSURE

The  Company has  provided  the  Purchaser  with all the  information  which the
Purchaser has requested for deciding  whether to purchase the Centrasia  Shares.
The  representations  and  warranties  given by the  Company in the  Transaction
Documents  do not contain  any untrue  statement  of a material  fact or omit to
state a material fact necessary to make such  representations and warranties not
misleading to a reasonable prospective purchaser of equity shares.

                                   ARTICLE 4
          REPRESENTATIONS AND WARRANTIES OF THE CENTRASIA SHAREHOLDERS

Each of the Centrasia  Shareholders hereby severally  represents and warrants to
the Purchaser that:

4.1      NO OTHER AGREEMENTS TO PURCHASE

No Person other than the Purchaser  has any written or oral  agreement or option
or any right or privilege (whether by law or contractual) capable of becoming an
agreement  or  option  for  the  purchase  or  acquisition  from  the  Centrasia
Shareholder of any of the Centrasia Shares owned by it.

4.2      ACTION REQUIRED BY CENTRASIA SHAREHOLDER

All  action  on  the  part  of  the  Centrasia  Shareholder  necessary  for  the
authorization,   execution  and  delivery  of  the  Transaction  Documents,  the
performance  of all  obligations  of the  Centrasia  Shareholder  hereunder  and
thereunder and the transfer of the Centrasia  Shares being sold  hereunder,  has
been taken or will be taken prior to the Closing, including, without limitation,
waiver of all rights of first offer or refusal,  and the  Transaction  Documents
constitute  valid,  legal and binding  obligations of the Centrasia  Shareholder
enforceable in accordance with its terms and conditions.

4.3      TITLE OF THE CENTRASIA SHAREHOLDER

The  Centrasia  Shareholder  owns  and has  good  and  marketable  title  to its
Centrasia  Shares set forth  opposite  its name in Schedule 3.2 as the legal and
beneficial owner thereof, free of all Liens.


<PAGE>

                                      -15-

4.4      COMMISSIONS, ETC.

There are no  commissions,  finder's fees or other  remuneration  payable to any
broker,  agent or other  intermediary  who has been  retained or acted for or on
behalf  of the  Centrasia  Shareholder  with  respect  to the sale by him of his
Centrasia Shares.

4.5      COMPLIANCE

The  execution,  delivery and  performance of the  Transaction  Documents by the
Centrasia  Shareholder  and the  consummation of the  transactions  contemplated
thereby, including the sale of the Centrasia Shares:

         (a)      are not in violation  or default of any  material  instrument,
                  judgment,  order,  writ,  decree or  contract to which it is a
                  party or by which it is bound or of any material  provision of
                  any  Applicable  Law and will not result in any such violation
                  or be in  conflict  with or  constitute,  with or without  the
                  passage of time and giving of notice, a default under any such
                  Applicable Law, provision,  instrument, judgment, order, writ,
                  decree or contract; and

         (b)      will not result in or constitute,  with or without the passage
                  of time and giving of notice,  an event  which  results in the
                  creation  of  any  Lien  upon  any  assets  of  the  Centrasia
                  Shareholder  or  the   suspension,   revocation,   impairment,
                  forfeiture,  or  nonrenewal of any material  permit,  license,
                  authorization,   or  approval   applicable  to  the  Centrasia
                  Shareholder or any of its assets or properties;

except for those for which third party consents have been obtained.

4.6      GOVERNMENTAL CONSENTS

No consent, approval, order or authorization of, or registration, qualification,
designation,  declaration or filing with any Governmental  Authority on the part
of the Centrasia  Shareholder is required in connection with the consummation of
the transactions contemplated by the Transaction Documents.

4.7      APPROVAL OF THIRD PARTIES

The Centrasia Shareholder is not under any obligation, contractual or otherwise,
to  request  or  obtain  the  consent  of any  Person  or  entity  to any of the
transactions  contemplated  in  the  Transaction  Documents,  or  to  the  sale,
transfer, assignment or delivery of the Centrasia Shares.

4.8      RESIDENCY

With  the exception of Tafuri, the Centrasia Shareholder is a resident of Canada
for the purposes of the Tax Act.

<PAGE>

                                      -16-


                                   ARTICLE 5
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser  hereby  represents and warrants to the Company and to each of the
Centrasia Shareholders that:

5.1      INCORPORATION, EXISTENCE AND CORPORATE POWER

The  Purchaser  is a company  duly  continued,  validly  subsisting  and in good
standing  under the BCBCA with respect to the filings of its annual returns with
the Registrar of Companies under the BCBCA and has all requisite corporate power
and  capacity to own its property and assets and to carry on its business as now
being conducted by it.

5.2      SHARE AND DEBT CAPITAL

Schedule  5.2  accurately  describes  the  authorized  and issued share and debt
capital of the Purchaser and all options,  warrants,  conversion rights or other
rights  granted by the Purchaser for the  subscription,  purchase or issuance of
any unissued shares or securities of the Purchaser as at the date hereof.

5.3      SHARE RIGHTS

The rights and  privileges, restrictions and  conditions  attached to the shares
of the Purchaser are as set out in its Constating Documents.

5.4      NO OPTIONS

No Person has any agreement,  option,  warrant,  privilege or right (including a
conversion or pre-emptive  right) whether by law or contract,  or understandings
capable of becoming an agreement or option,  for the purchase or  acquisition of
any shares or to create any additional class of shares of the Purchaser,  except
as set out in Schedule 5.2.

5.5      NO OTHER AGREEMENTS TO PURCHASE

No Person has any written or oral  agreement or option or any right or privilege
(whether by law or  contractual)  capable of becoming an agreement or option for
the purchase or  acquisition  from the Purchaser of any shares of the Purchaser,
except as set out in Schedule 5.2.

5.6      CONDUCTING BUSINESS

The Purchaser is conducting its business in compliance in all material  respects
with all  applicable  laws,  rules and regulations of each jurisdiction in which
its business is carried on.

5.7      PERMITS

The Purchaser has all permits,  licenses and any similar authority necessary for
the  conduct of its  business  as now being  conducted  by it, the lack of which
could materially and adversely affect its business,  properties,  prospects,  or
financial condition and believes it can obtain, without undue burden or expense,
any similar  authority for the conduct of its business.  The Purchaser is not in
default in any material respect under any of such franchises,  permits, licenses
or other similar authority.


<PAGE>

                                      -17-

5.8      CONSTATING DOCUMENTS

The  Purchaser's  Constating  Documents are in the form  contained in its minute
book and no modifications or alterations have been
proposed or approved by its shareholders.

5.9      VALID ISSUANCE OF COMMON SHARES

The 1,986,523  issued common  shares of  the Purchaser as at the date hereof are
all duly and validly  authorized and issued,  fully paid and non-assessable, and
were issued in compliance with all applicable corporate and securities laws.

5.10     CORPORATE RECORDS

The  corporate  records and minute books of the Purchaser  contain  complete and
accurate minutes of all meetings and resolutions of its respective directors and
shareholders  since its incorporation and all such meetings were duly called and
held. The share certificate  books,  register of members,  register of transfers
and register of  directors of the  Purchaser  are  complete and  accurate.

5.11     POWER, CAPACITY AND AUTHORITY OF THE PURCHASER

The Purchaser has the necessary  power,  capacity,  right and authority to enter
into and deliver this  Agreement  and the other  Transaction  Documents,  and to
perform its obligations hereunder and thereunder.

5.12     COMMISSIONS, ETC.

Except  for  the  finder's  fee  referred  to in  section  10.3,  there  are  no
commissions  or  other  remuneration  payable  to any  broker,  agent  or  other
intermediary  who has been  retained or acted for or on behalf of the  Purchaser
with respect to the purchase by it of the Centrasia Shares.

5.13     AUTHORIZATION

All  action  on the  part of the  Purchaser  necessary  for  the  authorization,
execution and delivery of this Agreement and the  performance of all obligations
of the Purchaser hereunder has been taken or will be taken prior to the Closing,
and this  Agreement  constitutes a valid and legally  binding  obligation of the
Purchaser,  enforceable in accordance with its terms,  except: (i) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of
general application  affecting  enforcement of creditors' rights generally;  and
(ii) as limited by laws relating to the  availability  of specific  performance,
injunctive relief, or other equitable remedies.

5.14     COMPLIANCE

The  execution,  delivery and  performance  by the Purchaser of the  Transaction
Documents  to  which  it is a party  and the  consummation  of the  transactions
contemplated  thereby:

         (a)      are not in violation or default of its Constating Documents or
                  of any material instrument,  judgment,  order, writ, decree or
                  contract  to which it is a party or by which it is bound or of
                  any material  provision of any  applicable  federal,  state or
                  provincial statute,  rule or regulation and will not result in
                  any such violation or be in conflict with or constitute,  with
                  or without the passage of time and giving of notice, a default
                  under any such provision,  instrument,  judgment, order, writ,
                  decree or contract; and

<PAGE>

                                      -18-


         (b)      will not result in or constitute,  with or without the passage
                  of time and giving of notice,  an event  which  results in the
                  creation of any Lien upon any assets of the  Purchaser  or the
                  suspension,  revocation, impairment, forfeiture, or nonrenewal
                  of any material permit,  license,  authorization,  or approval
                  applicable  to the Purchaser and its business or operations or
                  any of its and assets or properties.

5.15     GOVERNMENTAL CONSENTS

Save and except as referred to in this Agreement, no consent, approval, order or
authorization  of, or  registration,  qualification,  license,  permit,  consent
notice,  designation,  declaration  or filing with, any authority on the part of
the Purchaser is required in connection  with the  execution,  deliverance,  due
performance, observance and consummation of the transactions contemplated by the
Transaction  Documents and to render the  Transaction  Documents  valid,  legal,
binding and enforceable.

5.16     APPROVAL OF THIRD PARTIES

Save and except as referred to in this Agreement, the Purchaser is not under any
obligation, contractual or otherwise, to give notice or to request or obtain the
consent of any Person or entity to any of the  transactions  contemplated in the
Transaction  Documents,  or to the  purchase  of  the  Centrasia  Shares  or the
issuance of the Acquisition Shares.

5.17     BARADERO FINANCIAL STATEMENTS

         (a)      The Baradero Financial  Statements are complete and correct in
                  all  material  respects and have been  prepared in  accordance
                  with GAAP.

         (b)      The Baradero Financial Statements present fairly the financial
                  condition and operating  results as of the dates,  and for the
                  periods, indicated therein.

         (c)      Except  as set  forth in the most  recent  Baradero  Financial
                  Statements or otherwise disclosed in this Agreement (including
                  the Baradero Material Contracts),  the Purchaser does not have
                  any  liabilities,  contingent,  accruing or  otherwise,  other
                  than:  (i)  liabilities  incurred  in the  ordinary  course of
                  business  subsequent  to the date of the most recent  Baradero
                  Financial Statements; and (ii) obligations under contracts and
                  commitments  incurred in the  ordinary  course of business and
                  not  required  under  GAAP  to be  reflected  in the  Baradero
                  Financial Statements, which, in both cases, individually or in
                  the aggregate,  are not material to the financial condition or
                  operating  results of each of the Purchaser and have not had a
                  material  adverse  impact on the  financial  condition  of the
                  Purchaser since the date of the most recent Baradero Financial
                  Statements.

5.18     ACCOUNTS PAYABLE AND OTHER LIABILITIES

Schedule 5.18 provides a complete  listing for the Purchaser's  accounts payable
and all other  liabilities equal to or in excess of $5,000 as at April 30, 2005,
such amounts  determined in accordance with GAAP.

5.19     FINANCIAL RECORDS OF THE PURCHASER

The books and records of the Purchaser have been consistently kept in accordance
with its internal  policies and do fairly and  correctly set out and disclose as
at the date hereof in all material  respects:

         (a)      its assets,  liabilities and shareholders'  equity,  all as at
                  the date hereof; and

<PAGE>

                                      -19-

         (b)      its revenues and expenses for the period from the date of most
                  recent Baradero Financial Statements to the date hereof;

and all of its material financial  transactions have been accurately recorded in
such books and records up to and including  the date hereof.  Without in any way
limiting the generality of the  foregoing,  all bonuses,  commissions  and other
payments are reflected in the books of account of the Purchaser.

5.20     SHAREHOLDERS' LOANS

As at the date hereof there are no loans  outstanding  from  shareholders to the
Purchaser,  other  than as  disclosed  in the  most  recent  Baradero  Financial
Statements.

5.21     GUARANTEES AND OTHER AGREEMENTS OF THE PURCHASER

Except as set out in the Baradero Financial Statements or otherwise disclosed in
this Agreement (including the Baradero Material Contracts), the Purchaser is not
a party to or bound by any agreement of guarantee,  indemnification,  assumption
or  endorsement  or any other like  commitment of the  obligations,  liabilities
(contingent  or  otherwise)  or  indebtedness  of any Person or entity,  and the
Purchaser  has not given any  guarantee or warranty in respect of any  property,
products  or  services  sold or leased by it  except in the  ordinary  course of
business.

5.22     SUBSEQUENT EVENTS

Except as disclosed herein, since the date of the most recent Baradero Financial
Statements,  the Purchaser has not:

         (a)      declared,  made or committed itself to make any payment of any
                  dividends or any other distribution in respect of its shares;

         (b)      subdivided,   consolidated  or   reclassified,   or  redeemed,
                  purchased  or  otherwise  acquired or agreed to acquire any of
                  its shares;

         (c)      transferred,  assigned,  sold or otherwise  disposed of any of
                  its assets or cancelled  any debts or claims  except,  in each
                  case, in the ordinary and usual course of business;

         (d)      incurred or assumed any  obligations  or  liability  (fixed or
                  contingent),   except   unsecured   current   obligations  and
                  liabilities  incurred  in the  ordinary  and  usual  course of
                  business;

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

         (f)      discharged  or satisfied  any Lien or paid any  obligation  or
                  Liability other than liabilities  incurred in the ordinary and
                  usual course of business;

         (g)      suffered  an  operational  loss  or  any  extraordinary  loss,
                  waived,  surrendered  or omitted to take any action in respect
                  of any  rights  of  substantial  value,  or  entered  into any
                  commitment or transaction not in the ordinary and usual course
                  of business;

         (h)      made or otherwise  authorized  or agreed to any changes in any
                  Material Contract that could have a material effect on it;

<PAGE>

                                      -20-

         (i)      paid any  bonuses,  pensions,  share  of  profits  or  similar
                  benefits  (whether  monetary or otherwise) or made any general
                  wage or salary  increases  in  respect of  personnel  which it
                  employs,  consultants,  Persons contracted to provide services
                  to it, its directors or former directors;

         (j)      mortgaged,  pledged,  subjected  to Lien,  granted a  security
                  interest in or otherwise encumbered any of its assets, whether
                  tangible or intangible;

         (k)      made any gift of money or of any of its assets to any Person;

         (l)      experienced any material  changes in the condition  (financial
                  or otherwise), its assets, Liabilities,  operations, earnings,
                  business or prospects;

         (m)      experienced any material damage,  destruction or loss,  labour
                  trouble or other events,  development or condition (whether or
                  not  covered  by  insurance)  which has or may have a material
                  affect on its assets, business or future prospects;

         (n)      made any  payment,  discharge  or  satisfaction  of any  Lien,
                  Liability or obligation (whether absolute, accrued, contingent
                  or  otherwise,  and  whether  due or to become due) other than
                  payment of accounts  payable and tax  liabilities  incurred in
                  the ordinary and normal course  business and  consistent  with
                  past practice;

         (o)      made any licence,  sale,  assignment,  transfer,  disposition,
                  pledge,  mortgage of or granting a security  interest or other
                  Lien on or over any of its assets,  other than in the ordinary
                  and normal course of business;

         (p)      made any write-off as uncollectible of any accounts receivable
                  or any portion thereof;

         (q)      had any  cancellation of any debts or claims or any amendment,
                  termination or waiver of any rights of value;

         (r)      made any loan to, or  engaged in any other  transaction  with,
                  any  of  its  employees,   officers  or  directors  or  former
                  employees, officers or directors;

         (s)      made any capital expenditures or commitments;

         (t)      made any change in the accounting or tax practices followed by
                  it; or

         (u)      authorized,  agreed or otherwise become committed to do any of
                  the foregoing.

5.23     CONDUCT OF BUSINESS

The  Purchaser's  business has been carried on in the ordinary and normal course
of business since the date of the most recent Baradero Financial  Statements and
there  has been no event or  circumstance  which  would  constitute  a  material
adverse change in or to its business.

5.24     BARADERO MATERIAL CONTRACTS

The Baradero  Material  Contracts  are listed and briefly  described in Schedule
5.24 to this  Agreement and the Purchaser has fulfilled and performed all of its
obligations  which are  necessary  to be fulfilled or performed as of this date,
and is capable of fulfilling  and  performing its  obligations  thereunder.  The
Purchaser  has provided to the Company a true and complete copy of each material
contract to which it is a party as listed and described in Schedule 5.24 and all
amendments  thereto.  The Purchaser is not aware


<PAGE>

                                      -21-

of any intention on the part of any  of the other  parties  thereto to terminate
or  materially  alter any of the  Baradero  Material  Contracts to which it is a
party.

5.25     NO OTHER AGREEMENTS

Other than the Baradero Material  Contracts  described in  Schedule 5.24,  there
are no agreements,  letters of intent,  commitments or  understandings, to which
the Purchaser is a party which:

         (a)      involve  partnerships,  joint  ventures,  or  licensing of its
                  assets; or

         (b)      are not on arm's length terms or are in any way otherwise than
                  in the ordinary and normal course of business.

5.26     NO DEFAULTS UNDER BARADERO MATERIAL CONTRACTS

The  Purchaser is not,  nor to the best of the  knowledge  of the  Purchaser  is
any other party,  in default or breach in any material  respect  of  any  of the
Baradero Material  Contracts  and there  exists no state of facts as of the date
hereof  which after  notice or  lapse of  time or both  would  constitute such a
default or breach by the Purchaser and all the Baradero  Material  Contracts are
in good standing and in full force and effect and the  Purchaser is  entitled to
all rights and  benefits  thereunder  and has not  assigned, promised to assign,
encumbered,  impaired  or  otherwise disposed  of any rights  or benefits or its
entitlement thereto.

5.27     SHAREHOLDERS AGREEMENTS

There are no shareholders' agreements or other agreements  governing the voting,
holding,  transfer or sale of the Purchaser's shares  or  the  management of the
affairs of the Purchaser.

5.28     LITIGATION

Except as disclosed herein:

         (a)      there is no action,  suit, claim,  proceeding or investigation
                  outstanding,   or,  to  the  best  of  the  knowledge  of  the
                  Purchaser,  currently  threatened  against the Purchaser which
                  questions,  undermines  or  jeopardizes  the  validity  of the
                  Transaction Documents to which the Purchaser is a party or the
                  right  of the  Purchaser  to enter  into  any of  them,  or to
                  consummate the transactions  contemplated thereunder, or which
                  might result, either individually or in the aggregate,  in any
                  material  adverse changes in the assets,  condition or affairs
                  of the Purchaser,  financially or otherwise,  or any change in
                  the current  equity  ownership  of the  Purchaser,  nor is the
                  Purchaser aware that there is any basis for the foregoing;

         (b)      the  Purchaser is not a party or subject to the  provisions of
                  any order, rule, writ,  injunction,  judgment or decree of any
                  court or government agency or instrumentality; and

         (c)      there is no action,  suit, claim,  proceeding or investigation
                  by the Purchaser currently  outstanding or which the Purchaser
                  intends to initiate.

5.29     SUBSIDIARIES AND AFFILIATES

The Purchaser  presently does not own or Control,  directly or  indirectly,  any
interest in any other company, association,  partnership, joint venture or other
business  entity  other  than its  newly  incorporated  British  Virgin  Islands
subsidiaries, Magellan Gold (BVI) Inc. and Magellan Holdings (BVI) Corp.

<PAGE>

                                      -22-


5.30     NO OPTIONS ON ASSETS

Other than as provided herein, there is no agreement,  option,  understanding or
commitment,  or any right or privilege capable of becoming an agreement, for the
purchase from the Purchaser of its business or any of its assets.

5.31     NON-ARMS LENGTH TRANSACTIONS

The  Purchaser  has not since  the date of the most  recent  Baradero  Financial
Statements  made any  payment  or loan to, or  borrowed  any  moneys  from or is
otherwise indebted to, any officer, director, employee, shareholder or any other
Person not dealing at arm's length with it or any Affiliates or Associate of any
of the foregoing,  except (a) as reflected in the Baradero Financial Statements;
(b) usual employee  reimbursements  and compensation paid in the ordinary course
of  business;  and  (c) as  disclosed  in  this  Agreement  or in the  documents
disclosed in this Agreement.

5.32     ENVIRONMENTAL MATTERS

Conditions  on and relating  with respect to all past and current  operations of
the Purchaser,  if any, are in material  compliance  with all  applicable  laws,
regulations  and orders  relating to  environmental  matters  including  but not
limited to reclamation, rehabilitation, waste disposal and storage.

5.33     PUBLIC COMPANY STATUS

The Purchaser is a "reporting  issuer" within the meaning of the Securities Acts
of the provinces of British  Columbia and Alberta and is registered as a foreign
private issuer with the Securities and Exchange  Commission of the United States
of America (the "SEC").  The  Purchaser is in good  standing with respect to all
filings  required to be made with the securities  regulatory  authorities of the
Provinces of British  Columbia and Alberta and with the SEC. No material  change
relating to the  Purchaser  has  occurred  with  respect to which the  requisite
material  change report has not been filed and no such  disclosure has been made
on  a  confidential  basis.  No  securities  commission  or  similar  regulatory
authority  has  issued  any  order  preventing  or  suspending  trading  in  any
securities  of the  Purchaser  or  prohibiting  the issue and sale of the common
shares in the capital of the  Purchaser and to the knowledge of the Purchaser no
such proceedings for such purposes are pending or threatened.  The Purchaser has
not  received  any  oral  or  written  enquiries,  and to the  knowledge  of the
Purchaser it is not subject to any review or  investigation,  regarding any part
of its  public  disclosure  record  with  either  the  TSX-V  or the  securities
commission of any province in Canada,  or with the SEC,  including any financial
statements filed or available on SEDAR and the accounting treatment used therein
from any federal, provincial, local or other government,  governmental or public
department,  body or other law, rule or regulation-making  entity.

5.34     ISSUANCE OF ACQUISITION SHARES

The Acquisition Shares to be issued to the Centrasia  Shareholders in connection
with the  transactions  contemplated  by this  Agreement  will,  when  issued in
accordance with the terms of this Agreement,  be validly issued,  fully paid and
non-assessable  and  shall  form part of a class of  shares  that is listed  and
posted for trading on the TSX-V.  Such  issuance of  Acquisition  Shares will be
effected in such a way that it is in compliance  with all applicable  securities
laws.

5.35     OTHER REPRESENTATIONS

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


<PAGE>

                                      -23-


5.36     FULL DISCLOSURE

The Purchaser has provided  Centrasia  Shareholders with all the information the
Centrasia  Shareholders  have  requested in order to decide  whether to sell the
Centrasia  Shares.  The  representations  and warranties of the Purchaser in the
Transaction  Documents  to which the  Purchaser  is a party do not  contain  any
untrue  statement of material fact or omit to state a material fact necessary to
make  such  representations  and  warranties  not  misleading  to  a  reasonable
prospective purchaser of equity shares.

                                    ARTICLE 6
                                    COVENANTS

6.1      COVENANTS OF THE PURCHASER

Between the date hereof and Closing,  the Purchaser covenants and agrees that it
will:

         (a)      provide full access during normal  business hours to its books
                  and records to the Company and its  advisors  for the purposes
                  of conducting due  diligence.  Such due diligence may include,
                  but is not  limited  to, a review of  financial  and  business
                  records and accounting  practices  relating to the Purchaser's
                  business and contracts between the Purchaser and third parties
                  including,  but not limited to, employment contracts and stock
                  option  agreements.  The  Purchaser  will  cooperate  with the
                  Company with respect to such due diligence;

         (b)      except  as  required  by  law,   receive  and   maintain   all
                  information  received  from  the  Company  and  the  Centrasia
                  Shareholders,   whether   pursuant  to   Sections   6.2(a)  or
                  otherwise,  strictly  in  confidence  and not  disclose to any
                  Person or make public or authorize the  disclosure of any such
                  information  and  not use  such  information  for any  purpose
                  except for the purpose  contemplated by this Agreement unless:
                  (i) the  specific  information  is now or  hereafter  publicly
                  disclosed  other than as a result of breach of this provision;
                  (ii) the specific  information  was in the  possession  of the
                  Purchaser prior to the disclosure by the Purchaser;  (iii) the
                  specific  information is hereafter  disclosed to the Purchaser
                  by a third party having no obligation of confidentiality  with
                  regard to the information; or (iv) the specific information is
                  independently  generated by the Purchaser  without the use and
                  not as a consequence  of the  disclosure by the Company or the
                  Centrasia Shareholders.  If this Agreement is terminated,  the
                  Purchaser   must   immediately   return  to  the   others  all
                  confidential  information  that was  furnished to it,  without
                  retaining any copy thereof;

         (c)      carry on its  business in the normal and  ordinary  course and
                  not  assign,  sell,  dispose or  transfer  any of its  assets,
                  terminate,  assign or breach any Baradero  Material  Contract,
                  cancel any debts or claims, incur any Liabilities, or make any
                  expenditure  outside the ordinary  course of business  without
                  the  consent  of  the  Company,  which  consent  will  not  be
                  unreasonably withheld;

         (d)      not issue  any  securities  declare  or pay any  dividends  or
                  otherwise make any distributions to its shareholders,  redeem,
                  purchase  or acquire  any of its  shares or alter its  capital
                  structure in any way;

         (e)      use reasonable efforts to change its name to "Centrasia Mining
                  Corp.";


<PAGE>

                                      -24-


         (f)      use  reasonable  efforts to  complete a  non-brokered  private
                  placement (the "Private  Placement") of 4,375,000 units of the
                  Company at a price not less than  C$0.20  per unit,  each unit
                  consisting  of one common  share in the capital of the Company
                  and one common share  purchase  warrant with an exercise price
                  of  Cdn$0.40  and expiry  date of two years  from the  Closing
                  Date;

         (g)      engage Chase Management Ltd. to continue providing accounting,
                  administration  and  management   services  to  the  Purchaser
                  subsequent to the Closing;

         (h)      apply for all necessary regulatory and shareholder  approvals;
                  and

         (i)      execute  and do all  such  further  deeds,  acts,  things  and
                  assurances  as may be  reasonably  required  to  complete  the
                  transactions contemplated herein.

6.2      COVENANTS OF THE COMPANY

The Company  covenants  and agrees  that  between the date hereof and Closing it
will:

         (a)      provide full access during normal  business hours to the books
                  and records of the Company to the  Purchaser  for the purposes
                  of conducting due  diligence.  Such due diligence may include,
                  but is not  limited  to, a review of  financial  and  business
                  records and  accounting  practices  relating to the  Company's
                  business, the validity of any permits,  licences,  options and
                  other  rights  with  respect  to  the  Company's  assets,  and
                  contracts between the Company and third parties including, but
                  not limited to the Purchase Agreement,  employment  contracts,
                  stock  option  agreements  and joint  venture  or  partnership
                  agreements. The Company will cooperate with the Purchaser with
                  respect to such due diligence;

         (b)      except  as  required  by  law,   receive  and   maintain   all
                  information  received from the Purchaser,  whether pursuant to
                  sections  6.1(a) or otherwise,  strictly in confidence and not
                  disclose  to any  Person  or  make  public  or  authorize  the
                  disclosure   of  any  such   information   and  not  use  such
                  information   for  any   purpose   except   for  the   purpose
                  contemplated by this letter of intent unless: (i) the specific
                  information is now or hereafter  publicly disclosed other than
                  as a result  of breach of this  provision;  (ii) the  specific
                  information was validly in the possession of the Company prior
                  to the disclosure by the Purchaser other than as a result of a
                  breach of confidentiality by a third party; (iii) the specific
                  information was or is hereafter  disclosed to the Company by a
                  third  party  having no  obligation  of  confidentiality  with
                  regard to the information; or (iv) the specific information is
                  independently generated by the Company without the use and not
                  as a consequence of the  disclosure by the Purchaser.  If this
                  Agreement is terminated,  the Company must immediately  return
                  to  the  Purchaser  all  confidential   information  that  was
                  furnished to it, without retaining any copy thereof;

         (c)      carry on its  business in the normal and  ordinary  course and
                  not  assign,  sell,  dispose or  transfer  any of its  assets,
                  terminate,  assign or breach any Centrasia  Material Contract,
                  cancel any debts or claims, incur any Liabilities, or make any
                  expenditure  outside the ordinary  course of business  without
                  the  consent  of the  Purchaser,  which  consent  will  not be
                  unreasonably withheld;

         (d)      amend or restate the Original  Bulakashu Option Agreement (the
                  "New  Bulakashu  Option  Agreement")  in  form  and  substance
                  satisfactory  to the  Purchaser  and the  Purchaser's  counsel
                  acting  reasonably and will use its reasonable best efforts to
                  cause the other

<PAGE>

                  parties  to  the  New Bulakashu  Option  Agreement  with   the
                  exception of the Purchaser and the Subsidiaries, to enter into
                  the Amended Bulakashu Option Agreement;

         (e)      not issue  any  securities  declare  or pay any  dividends  or
                  otherwise   make   any    distributions   to   the   Centrasia
                  Shareholders, redeem, purchase or acquire any Centrasia Shares
                  or alter its capital structure in any way;

         (f)      obtain  any  necessary  consents  and  waivers  and  give  all
                  notices, which are required prior to Closing;

         (g)      deliver  an  opinion  of a  Kyrgyz  lawyer  to  the  Purchaser
                  regarding BMC and  regarding the Bulakashu  Property and BMC's
                  title thereto,  in a form  acceptable to the Purchaser and its
                  solicitors;

         (h)      deliver a technical  report to the  Purchaser on the Bulakashu
                  Property  which  complies  with  National   Instrument  43-101
                  Standards of Disclosure for Mineral Projects;

         (i)      provide  the  Purchaser  with all  information  regarding  the
                  Company  and its  shareholders  that may be required to obtain
                  regulatory  approval for the transactions  contemplated in the
                  Transaction Documents;

         (j)      deliver audited financial statements for BMC to the Purchaser;
                  and

         (k)      execute  and do all  such  further  deeds,  acts,  things  and
                  assurances  as may be  reasonably  required  to  complete  the
                  transactions contemplated herein.

6.3      COVENANTS OF THE CENTRASIA SHAREHOLDERS

Each of the  Centrasia  Shareholders  covenants  and agrees that between now and
Closing it will:

         (a)      not  enter  into  any  agreement   for  the  sale,   transfer,
                  encumbrances or other disposition of their Centrasia Shares;

         (b)      comply  with any escrow,  hold  period,  seed share  resale or
                  other restrictions applicable to the Acquisition Shares as may
                  be imposed by the TSX-V or under applicable securities laws;

         (c)      use its reasonable  best efforts to cause the Company to amend
                  or restate the Original  Bulakashu  Option Agreement and enter
                  into the New Bulakashu Option Agreement;

         (d)      execute all  undertakings  and comply with all requirements of
                  the  applicable  securities  laws,  the  TSX-V  and any  other
                  Persons or Governmental Authorities, which may be necessary or
                  reasonable to obtain the necessary  approvals under applicable
                  securities laws and stock exchange  requirements and any other
                  Persons  or  Governmental   Authorities  to  the  transactions
                  contemplated hereby;

         (e)      cooperate with the Purchaser with respect to any due diligence
                  performed by the  Purchaser  with respect to such Person;  and

         (f)      execute  and do all  such  further  deeds,  acts,  things  and
                  assurances  as may be  reasonably  required  to  complete  the
                  transactions contemplated herein.

<PAGE>

                                      -26-

                                   ARTICLE 7
                       RELIANCE AND SURVIVAL AND INDEMNITY

7.1      RELIANCE AND SURVIVAL - COMPANY

Each of the Company and Turnbull  acknowledges  and agrees that the Purchaser is
relying  on the  representations  and  warranties  set  forth  in  Article  3 in
purchasing  the  Centrasia  Shares  and  agree  that  such  representations  and
warranties  are true,  accurate and correct and will survive the  execution  and
delivery of this  Agreement  and the Closing and will continue in full force and
effect for the benefit of the Purchaser  subject to the following  provisions of
this Section:

         (a)      except as provided in subsection 7.1(b), no Warranty Claim may
                  be made or  brought by the  Purchaser  after the date which is
                  six months following the Closing Date; and

         (b)      any  Warranty  Claim  which is based  upon or  relates  to the
                  representations  and  warranties in Section 3.1, 3.2, 3.11, or
                  otherwise relates to title to the Centrasia Shares or which is
                  based  upon  intentional  misrepresentation  or  fraud  by the
                  Company may be made or brought by the Purchaser or any of them
                  at any time.

After the  expiration of the period of time  referred to in  subsection  7.1(a),
each of the  Company and  Turnbull  will be released  from all  obligations  and
liabilities in respect of the  representations and warranties made under Article
3 hereof  or in any  document  or  certificate  given in order to carry  out the
transactions  contemplated hereby, except with respect to any claims made by the
Purchaser in writing  prior to the  expiration of such period and subject to the
rights of the Purchaser to make any claim permitted by subsection 7.1(b).

7.2      RELIANCE AND SURVIVAL - CENTRASIA SHAREHOLDERS

Each Centrasia Shareholder acknowledges and agrees that the Purchaser is relying
on the  representations  and  warranties  made by him set forth in  Article 4 in
purchasing  his  Centrasia  Shares  and  agrees  that such  representations  and
warranties  are true,  accurate and correct and will survive the  execution  and
delivery of this  Agreement  and the Closing and will continue in full force and
effect for the benefit of the Purchaser  subject to the following  provisions of
this Section:

         (a)      except as provided in subsection 7.2(b), no Warranty Claim may
                  be made or  brought by the  Purchaser  after the date which is
                  six months following the Closing Date; and

         (b)      any  Warranty  Claim  which is based  upon or  relates  to the
                  representations  and  warranties  in Section 4.1,  4.2, 4.3 or
                  otherwise relates to title to his Centrasia Shares or which is
                  based upon intentional  misrepresentation  or fraud by him may
                  be made or brought by the Purchaser against him at any time.

<PAGE>

                                      -27-


After the  expiration of the period of time  referred to in  subsection  7.2(a),
each Centrasia Shareholder will be released from all obligations and liabilities
in respect of the  representations  and  warranties  made by him under Article 4
hereof  or in any  document  or  certificate  given in  order  to carry  out the
transactions  contemplated hereby, except with respect to any claims made by the
Purchaser in writing  prior to the  expiration of such period and subject to the
rights of the Purchaser to make any claim permitted by subsection 7.2(b).

7.3      RELIANCE AND SURVIVAL - THE PURCHASER

The  Purchaser  acknowledges  and  agrees  that the  Company  and the  Centrasia
Shareholders are relying on the  representations and warranties of the Purchaser
set forth in Article 5 (including, in the case of the Centrasia Shareholders, in
selling their respective  Centrasia Shares) and agrees that such representations
and warranties are true, accurate and correct and will survive the execution and
delivery of this  Agreement  and the Closing and will continue in full force and
effect for the benefit of the Company and the Centrasia  Shareholders subject to
the following provisions of this Section:

         (a)      except as provided in subsection 7.3(b), no Warranty Claim may
                  be made or brought by the Company, the Centrasia  Shareholders
                  or any of them after the date  which is six  months  following
                  the Closing Date; and

         (b)      any  Warranty  Claim  which is based  upon or  relates  to the
                  representations  and  warranties in Sections 5.1, 5.2 and 5.11
                  or which is based upon intentional  misrepresentation or fraud
                  by the  Purchaser  may be made or brought by the Company,  the
                  Centrasia Shareholders or any of them at any time.

After the expiration of the period of time referred to in subsection 7.3(a), the
Purchaser will be released from all  obligations  and  liabilities in respect of
the  representations  and warranties made by the Purchaser and contained in this
Agreement  or in any  document  or  certificate  given in order to carry out the
transactions  contemplated hereby, except with respect to any claims made by the
Company,  the Centrasia  Shareholders or any one of them in writing prior to the
expiration  of such  period  and  subject  to the  rights  of the  Company,  the
Centrasia  Shareholders  or any  one of  them to make  any  claim  permitted  by
subsection 7.3(b).

7.4      INDEMNITY - THE COMPANY AND TURNBULL

Each of the Company and  Turnbull  agrees to  indemnify  and save  harmless  the
Purchaser  from and against all losses,  damages,  costs or expenses,  including
legal costs as between a solicitor  and his own client,  suffered or incurred by
the  Purchaser  as a  result  of or  in  connection  with  any  Warranty  Claim.
Notwithstanding  any  other  provision  contained  herein,  the  obligations  of
indemnification by each of the Company and Turnbull pursuant to this Section 7.4
will be subject  to the  limitations  referred  to in  Section  7.1 hereof  with
respect to the survival of the representations and warranties by such person.

7.5      INDEMNITY - THE CENTRASIA SHAREHOLDERS

Each Centrasia  Shareholder  agrees to indemnify and save harmless the Purchaser
from and against all losses,  damages, costs or expenses,  including legal costs
as between a solicitor and his own client, suffered or incurred by the Purchaser
as a result of or in respect of such Centrasia Shareholder.  Notwithstanding any
other provision  contained herein,  the obligations of  indemnification  by each
Centrasia  Shareholder  pursuant  to this  Section  7.5 will be  subject  to the
limitations  referred to in Section 7.2 hereof with  respect to the  survival of
the representations and warranties by him.


<PAGE>

                                      -28-

7.6      INDEMNITY - THE PURCHASER

The Purchaser  agrees to indemnify and save harmless the Company,  the Centrasia
Shareholders or any one of them from and against all losses,  damages,  costs or
expenses,  including  legal  costs as between a  solicitor  and his own  client,
suffered or incurred by the Company,  the Centrasia  Shareholders  or any one of
them as a result of or in connection  with any Warranty  Claim.  Notwithstanding
any other provision  contained herein, the obligations of indemnification by the
Purchaser  pursuant  to this  Section  7.6 will be  subject  to the  limitations
referred  to in  Section  7.3  hereof  with  respect  to  the  survival  of  the
representations  and warranties by the Purchaser.

7.7      THIRD PARTY CLAIMS

         (a)      In the case of a Warranty Claim which may arise as a result of
                  claim  being  made by a third  party (a  "Claim"),  the  party
                  seeking  indemnification  (the "Indemnified Party") shall give
                  prompt  notice,  and in any event within 10 days, to the party
                  or  parties  from  whom  the  Indemnified   Party  is  seeking
                  indemnification (the "Indemnifying  Party") of any such Claims
                  made  upon it.  If the  Indemnified  Party  fails to give such
                  notice,  such failure shall not preclude the Indemnified Party
                  from   obtaining  such   indemnification   but  its  right  to
                  indemnification  may be reduced to the extent  that such delay
                  prejudiced the defence of the Claim or increased the amount of
                  liability  or cost of defense and  provided  that no claim for
                  indemnity  in respect of the breach of any  representation  or
                  warranty contained in this Agreement may be made unless notice
                  of such  Claim  has  been  given  prior to the  expiry  of the
                  survival period applicable to such representation and warranty
                  pursuant to Section 7.1, 7.2 or 7.3 as applicable.

         (b)      The Indemnifying  Party shall have the right, by notice to the
                  Indemnified  Party given not later than 20 days after  receipt
                  of the  notice  described  in  subsection  (a),  to assume the
                  control of the defence, compromise or settlement of the Claim,
                  provided that such assumption  shall, by its terms, be without
                  cost to the  Indemnified  Party and provided the  Indemnifying
                  Party  acknowledges in writing its obligation to indemnify the
                  Indemnified  Party in accordance  with the terms  contained in
                  this Section in respect of that Claim.

         (c)      Upon  the   assumption   of   control  of  any  Claim  by  the
                  Indemnifying   Party  as  set  out  in  subsection   (b),  the
                  Indemnifying  Party shall diligently proceed with the defence,
                  compromise  or  settlement  of the Claim at its sole  expense,
                  including  if  necessary,  employment  of  counsel  reasonably
                  satisfactory  to the  Indemnified  Party  and,  in  connection
                  therewith,  the Indemnified  Party shall co-operate fully, but
                  at the expense of the  Indemnifying  Party with respect to any
                  out-of-pocket  expenses  incurred,  to make  available  to the
                  Indemnifying  Party all  pertinent  information  and witnesses
                  under the Indemnified  Party's control,  make such assignments
                  and take such other steps as in the opinion of counsel for the
                  Indemnifying  Party are  reasonably  necessary  to enable  the
                  Indemnifying  Party to conduct such defence.  The  Indemnified
                  Party  shall  also  have  the  right  to  participate  in  the
                  negotiation,  settlement  or  defence  of any Claim at its own
                  expense.

         (d)      If the  Indemnifying  Party does not assume control of a Claim
                  as permitted in subsection (b), the Indemnified Party shall be
                  entitled to make such  settlement  of the Claim as in its sole
                  discretion may appear  advisable,  and such  settlement or any
                  other final  determination  of the Claim shall be binding upon
                  the Indemnifying Party.

<PAGE>

                                      -29-

                                    ARTICLE 8
                                   CONDITIONS

8.1      CONDITIONS PRECEDENT FOR BENEFIT OF THE PURCHASER

The  obligations  of the  Purchaser  under  this  Agreement  are  subject to the
fulfilment  on or before the Closing of each of the following  conditions  which
are for the sole benefit of the  Purchaser and may be waived by the Purchaser in
writing any time before Closing:

         (a)      the  representations  and  warranties  of the  Company and the
                  Centrasia  Shareholders  in Article 3 and Article 4 being true
                  as of the Closing;

         (b)      no material adverse change shall have occurred in the business
                  operation,  capital,  financial  condition or prospects of the
                  Company prior to Closing;

         (c)      the board of  directors  of the  Company  will have  given all
                  necessary  approvals  for the  entry  into of the  Transaction
                  Documents and all  transactions  contemplated  thereby and the
                  Purchaser will have obtained all necessary  approvals from its
                  board of directors;

         (d)      the Purchaser shall have completed the Private Placement;

         (e)      the Purchaser shall have received a fully executed copy of the
                  New Bulakashu Option Agreement;

         (f)      all corporate  and other  proceedings  in connection  with the
                  transactions  contemplated  at the Closing  and all  documents
                  incident  thereto and other  documents in connection  with the
                  purchase  and  sale   hereunder,   including  the  Transaction
                  Documents,   will  be  reasonably  satisfactory  in  form  and
                  substance to the Purchaser's  counsel acting  reasonably,  and
                  they will have received all executed such counterpart original
                  and  certified or other  copies of such  documents as they may
                  reasonably request;

         (g)      the Purchaser  will be satisfied  acting  reasonably  that the
                  Company and the  Centrasia  Shareholders  have  performed  and
                  complied  with  all  agreements,  covenants,  obligations  and
                  conditions   contained  in  this   Agreement   and  the  other
                  Transaction  Documents  that are  required to be  performed or
                  complied with by it on or before the Closing;

         (h)      Chase  Management  Ltd.  shall have been  engaged to  continue
                  providing  accounting,  administration and management services
                  to the Purchaser subsequent to the Closing;

         (i)      the Company shall have  consented to the change of the name of
                  the Purchaser to "Centrasia Mining Corp." and to the necessary
                  change of its name to any name that the Purchaser may approve;

         (j)      the Centrasia  Shareholders  shall have, as may be required by
                  the TSX-V or other  regulatory  authorities,  entered into the
                  Surplus  Securities Escrow Agreement pursuant to which certain
                  shares issued to them will be subject to escrow;

         (k)      the  shareholders  of the  Purchaser  shall have  elected Nick
                  DeMare,  Doug Turnbull,  Greg Crowe,  Lindsay  Bottomer,  Cary
                  Pinkowski  and Oleg  Kim as the  directors  of the  Purchaser,
                  subject to the Purchaser  receiving  consents to act from each
                  of the foregoing; and


<PAGE>

                                      -30-


         (l)      the   Purchaser  and  the  Company  shall  have  received  all
                  applicable  shareholder approvals and all consents,  approvals
                  and  other   authorizations  of  any  regulatory   authorities
                  (including the TSX-V),  shareholders or third parties to enter
                  into this  Agreement and the other  Transaction  Documents and
                  complete the transactions contemplated herein and therein.

8.2      CONDITIONS FOR THE SOLE BENEFIT OF THE PURCHASER

The  conditions  precedent  set forth in Section 8.1 are for the sole benefit of
the Purchaser and whether or not the Purchaser is satisfied or unsatisfied  will
be  determined  by the  Purchaser in the  discretion  of the  Purchaser,  acting
reasonably.  In case any of the  conditions  precedent  set forth in Section 8.1
have not been fulfilled on or before the Closing Date, the Purchaser may, in its
sole discretion,  either: (a) terminate its obligation to purchase the Centrasia
Shares by notice in writing to the Company and the  Centrasia  Shareholders,  in
which event,  subject to Section 8.6, the  Purchaser  will be released  from all
obligations  under  this  Agreement;  or (b)  waive  compliance  with  any  such
condition if it sees fit to do so, without prejudice to its right of termination
in the event of non-fulfilment of any other condition in whole or in part.

8.3      CONDITIONS PRECEDENT FOR BENEFIT OF THE COMPANY AND THE CENTRASIA
         SHAREHOLDERS

The  obligations  of the  Company  and the  Centrasia  Shareholders  under  this
Agreement are subject to the  fulfilment on or before the Closing of each of the
following  conditions  which are for the sole  benefit  of the  Company  and the
Centrasia  Shareholders  and may be  waived  by the  Company  and the  Centrasia
Shareholders in writing any time before Closing:

         (a)      the representations and warranties of the Purchaser in Article
                  5 being true as of the Closing Date;

         (b)      no material adverse change shall have occurred in the business
                  operation,  capital,  financial  condition or prospects of the
                  Purchaser prior to Closing;

         (c)      the board of  directors of the  Purchaser  will have given all
                  necessary  approvals  for the  entry  into of the  Transaction
                  Documents and all  transactions  contemplated  thereby and the
                  Company will have  obtained all necessary  approvals  from its
                  board of directors;

         (d)      all corporate  and other  proceedings  in connection  with the
                  transactions  contemplated  at the Closing  and all  documents
                  incident  thereto and other  documents in connection  with the
                  purchase  and  sale   hereunder,   including  the  Transaction
                  Documents,   will  be  reasonably  satisfactory  in  form  and
                  substance  to the  Company  and  the  Centrasia  Shareholders'
                  counsels,  and they  will  have  received  all  executed  such
                  counterpart  original  and  certified  or other copies of such
                  documents as they may reasonably request;

         (e)      the Company and the Centrasia  Shareholders  will be satisfied
                  that  the  Purchaser  has  performed  and  complied  with  all
                  agreements, covenants, obligations and conditions contained in
                  this  Agreement  that are required to be performed or complied
                  with by it on or before the Closing;

         (f)      the Company shall have  received a fully  executed copy of the
                  New Bulakashu Option Agreement;

         (g)      the  Purchaser  shall  have  amended or  terminated  the Stock
                  Option  Plan  established  a new stock  option  plan (the "New
                  Stock Option Plan") on terms satisfactory to the Purchaser


<PAGE>

                                      -31-

                  and the Centrasia  Shareholders and their respective advisors,
                  reserving  20% of the  common  shares of the  Purchaser  to be
                  issued   and   outstanding   following   completion   of   the
                  transactions   contemplated   herein,   accounting   for   the
                  completion  of  the  Private  Placement  and  Debt  Settlement
                  Agreements;

         (h)      the Purchaser shall have changed its name to "Centrasia Mining
                  Corp.";

         (i)      the completion of the Private Placement;

         (j)      the  shareholders  of the  Purchaser  shall have  elected Nick
                  DeMare,  Doug Turnbull,  Greg Crowe,  Lindsay  Bottomer,  Cary
                  Pinkowski  and Oleg  Kim as the  directors  of the  Purchaser,
                  subject to the Purchaser  receiving  consents to act from each
                  of the foregoing; and

         (k)      the   Purchaser  and  the  Company  shall  have  received  all
                  applicable  shareholder approvals and all consents,  approvals
                  and  other   authorizations  of  any  regulatory   authorities
                  (including the TSX-V),  shareholders or third parties to enter
                  into this  Agreement and the other  Transaction  Documents and
                  complete the transactions contemplated herein and therein.

8.4      CONDITIONS FOR THE SOLE BENEFIT OF THE COMPANY AND THE CENTRASIA
         SHAREHOLDERS

The  conditions  precedent  set forth in Section 8.3 are for the sole benefit of
the Company and the  Centrasia  Shareholders  and whether or not the Company and
the Centrasia  Shareholders  are satisfied or unsatisfied  will be determined by
the Company and the Centrasia  Shareholders  in the  discretion of the Centrasia
Shareholders,  acting  reasonably.  In case any of the conditions  precedent set
forth in Section 8.3 have not been  fulfilled on or before the Closing Date, the
Company and the Centrasia  Shareholders  may, in their sole discretion,  either:
(a) terminate its  obligation to sell the Centrasia  Shares by notice in writing
to the  Purchaser,  in which event,  subject to Section 8.6, the Company and the
Centrasia  Shareholders  will  be  released  from  all  obligations  under  this
Agreement;  or (b) waive compliance with any such condition if it sees fit to do
so, without prejudice to its right of termination in the event of non-fulfilment
of any other condition in whole or in part.

8.5      TERMINATION

If the transactions  contemplated hereby are not completed by September 1, 2005,
any party hereto may terminate this Agreement by
notice in writing to the other parties.

8.6      SURVIVAL OF CERTAIN PROVISIONS

Sections  6.1(b),  6.2(b),  7.1, 7.2, 7.3,  7.4, 7.5, 7.6,  10.2,  and 10.3 will
survive any termination of this Agreement.

                                    ARTICLE 9
                               CLOSING OBLIGATIONS

9.1      CLOSING OBLIGATIONS OF THE COMPANY AND THE CENTRASIA SHAREHOLDERS

Subject to the terms and  conditions  of this  Agreement,  the  Company  and the
Centrasia  Shareholders  covenant  and  agree  with  the  Purchaser  that at the
Closing,  they  will  deliver  to the  Purchaser:


<PAGE>

                                      -32-


         (a)      a certified  copy of the  resolutions  of the directors of the
                  Company  approving the Transaction  Documents and the transfer
                  of all of the Centrasia Shares to the Purchaser;

         (b)      original share certificates  representing the Centrasia Shares
                  either duly signed off or accompanied by duly executed  powers
                  of attorney;

         (c)      executed  copies of all  Transaction  Documents not previously
                  provided;

         (d)      copies of all notices,  consents and waivers  required  before
                  Closing and not previously provided;

         (e)      comfort letter of the auditors of Centrasia and BMC;

         (f)      certificate  of good  standing  for  Centrasia  issued  by the
                  Registrar of Companies;

         (g)      new  share  certificates  representing  all of  the  Centrasia
                  Shares to which the  Purchaser is  entitled,  duly and validly
                  registered  in the  name  of  the  Purchaser  or as  otherwise
                  directed by the Purchaser;

         (h)      certificate of an officer of the Company  certifying  that (a)
                  all of the  representations  and warranties of the Company are
                  true as of Closing;  (b) all of the  covenants  of the Company
                  have been  performed;  and (c) all of the  conditions  for the
                  benefit of the Company and  Centrasia  Shareholders  have been
                  complied with or waived by the Company;

         (i)      certificate of each Centrasia Shareholder  certifying that (a)
                  all of his  representations  and  warranties  are  true  as of
                  Closing; (b) all of his covenants have been performed; and (c)
                  all of the  conditions  for the  benefit  of the  Company  and
                  Centrasia  Shareholders  have been  complied with or waived by
                  him;

         (j)      the minute books,  corporate seals,  accounting records,  bank
                  account   records  and  other  corporate  head  office  files,
                  documents  and materials of the Company as may be requested by
                  the Purchaser;

         (k)      opinion  of  counsel  to the  Company  in form  and  substance
                  acceptable to the Purchaser; and

         (l)      all other documents as the Purchaser have  reasonably  request
                  pursuant  to  the  terms  and  conditions  contained  in  this
                  Agreement.

9.2      CLOSING OBLIGATIONS OF THE PURCHASER

Subject to the terms and conditions of this Agreement,  the Purchaser  covenants
and agrees with the Company that at the Closing,  it will deliver to the Company
and/or the Centrasia  Shareholders,  as the case may be:

         (a)      a certified  copy of the  resolutions  of the directors of the
                  Purchaser  approving  the  Transaction  Documents to which the
                  Purchaser is a party and the purchase of the Centrasia  Shares
                  and the issuance of the Acquisition Shares;

         (b)      evidence  of the  issuance  (subject  to a Surplus  Securities
                  Escrow  Agreement)  of the  Acquisition  Shares  issued to the
                  Centrasia  Shareholders  validly registered in the name of the
                  Centrasia Shareholders;

<PAGE>

                                      -33-


         (c)      opinion  of  counsel to the  Purchaser  in form and  substance
                  acceptable to the Company and the Centrasia Shareholders;

         (d)      executed  copies of all  Transaction  Documents not previously
                  provided;

         (e)      confirmation  of completion of the continuance and name change
                  of the Purchaser;

         (f)      confirmation  of  appointment  of Nick DeMare,  Doug Turnbull,
                  Greg Crowe,  Lindsay Bottomer,  Cary Pinkowski and Oleg Kim as
                  the  directors  of the  Purchaser,  subject  to the  Purchaser
                  receiving consents to act from each of the foregoing;

         (g)      confirmation of completion of the Private Placement;

         (h)      confirmation   of   TSX-V   approval   of   the   transactions
                  contemplated hereby;

         (i)      share  certificate  for  233,338  of  the  Purchaser's  Shares
                  representing  the  finder's  fee  issued to Mr.  Shapur  Salem
                  validly  registered  in the  name of Mr.  Shapur  Salem  or as
                  otherwise directed by Mr. Shapur Salem; and

         (j)      all  other  documents  as the  Company  and/or  the  Centrasia
                  Shareholders have reasonably  requested  pursuant to the terms
                  and conditions of this Agreement.

                                   ARTICLE 10
                               GENERAL PROVISIONS

10.1     STANDSTILL PROVISION

Except as contemplated  herein,  the parties hereto and their respective  agents
will not,  and will not  permit  any of their  respective  directors,  officers,
employees or agents (including  investment bankers,  attorneys and accountants),
to directly or indirectly solicit,  discuss,  encourage, or accept any offer for
the purchase or  financing of the other party hereto or the business  and/or the
assets of such party,  whether as a primary or back-up offer,  or take any other
action with the  intention or  reasonably  foreseeable  effect of leading to any
commitment  or agreement  to sell or finance  such party or business  and/or the
assets of such party.

10.2     ANNOUNCEMENTS OR DISCLOSURE OF TRANSACTION

No press release,  public notice or other  publicity  concerning the Purchaser's
acquisition  of the Centrasia  Shares will be made without the prior approval of
all parties hereto,  such approval not to be  unreasonably  withheld or delayed.
Notwithstanding the foregoing:

         (a)      Subject to  10.2(b),  if any  disclosure  or  announcement  is
                  required by law concerning the Purchaser's  acquisition of the
                  Centrasia Shares,  the party or parties making such disclosure
                  may do so without the prior approval of all parties hereto, so
                  long as they consult with such other parties as to the wording
                  of such disclosure or announcement prior to releasing it; and

         (b)      the Purchaser will be entitled,  without the prior approval of
                  any other party hereto, to disclose a brief description of the
                  acquisition  and a  general  description  of the  business  of
                  Centrasia for publication in public disclosure documents.

<PAGE>

                                      -34-


10.3     COSTS AND EXPENSES

Except as otherwise  specifically set forth herein, each party will bear its own
expenses in connection with the matters referred to herein,  including,  without
limitation,  the costs and  expenses of all  attorneys,  technical  specialists,
brokers,  investment  bankers,  agents and accountants and auditors  employed by
such party.  The parties will  indemnify  each other against any claims,  costs,
losses, expenses or liabilities arising from any claim for commissions,  finders
fees or other compensation in connection with the contemplated transaction which
may be asserted by any Person based on any agreement or arrangement  for payment
by the other party.

The  parties  acknowledge  that  a  finder's  fees is  payable in respect of the
transactions  contemplated  hereby,  to Mr. Shapur Salem,  which will be paid by
way  of  issuance of 233,338 of  the  Purchaser's  Shares to Mr. Shapur Salem on
Closing.

10.4     CONSENT TO TRANSFER SHARES

The Company  hereby  consents to the  transfer  of the  Centrasia  Shares to the
Purchaser.

10.5     SUCCESSORS AND ASSIGNS

This Agreement will enure to the benefit of and be binding upon the parties  and
their  respective  permitted  assigns, personal representatives, administrators,
heirs and successors.

10.6     ASSIGNMENT

The Purchaser, the Company and the Centrasia Shareholders shall not assign their
rights under this  agreement to any Person  without  obtaining the prior written
consent of all the parties hereto.

10.7     TIME OF ESSENCE

Time will be of the  essence of this  Agreement  and of every part hereof and no
extension or variation of this Agreement shall operate
as a waiver of this provision.

10.8     GOVERNING LAW

This  Agreement  will  be governed by and  construed in accordance  with British
Columbia law and  applicable Canadian law and will be treated in all respects as
a British Columbia contract.

10.9     COUNTERPARTS

This  Agreement  may be  executed  in  two or  more  counterparts  or  facsimile
counterparts,  each of  which  will be  deemed  an  original,  and all of  which
together will constitute one and the same instrument.


<PAGE>

                                      -35-


10.10    NOTICES

Unless otherwise specified in this Agreement,  any notice or other communication
required to be given by any party pursuant to this Agreement must be in writing,
given by letter or notice  delivered  by hand or  first-class  prepaid  post and
addressed, in the case of a Centrasia Shareholder, to its address set out above,
and, in the case of the  Purchaser or the Company,  may also be  transmitted  by
facsimile  transmission  and sent to the  address  and  facsimile  number of the
recipient set out below,  marked for the attention of the representative set out
below:

         (a)      if to the Purchaser:

                  Baradero Resources Ltd.
                  Suite 1350, 1090 West Georgia Street
                  Vancouver, BC  V6E 3V7

                  Attention:        Nick DeMare
                  Facsimile:        (604) 683-1585

                  with a copy to:

                  Axium Law Group
                  PO Box 49222
                  Suite 3350, 1055 Dunsmuir Street
                  Vancouver, British Columbia V7X 1L2

                  Attention:        Michael Varabioff
                  Facsimile:        (604) 692-4918

         (b)      if to the Company
                  Centrasia Gold Corp.
                  300 - 1055 W. Hastings St.,
                  Vancouver, BC V6E 2E9

                  Attention:        Doug Turnbull
                  Facsimile:        (604) 688-4169

                  with a copy to:

                  Thomas, Rondeau
                  PO Box 10037 Pacific Centre
                  Suite 1925, 700 West Georgia Street
                  Vancouver, BC  V7Y 1A1

                  Attention:        James Harris
                  Facsimile:        (604) 688-6995

10.11    DEEMED DELIVERY

All notices or other  communications  delivered in accordance with Section 10.10
will be deemed to have been received at the time of transmission or delivery.


<PAGE>

                                      -36-


10.12    NO PARTNERSHIP

Nothing in this Agreement or in the  relationship  of the parties hereto will be
construed as in any sense creating a partnership  among the parties or as giving
to any party any of the rights or  subjecting  any party to any of the creditors
of the other parties.

10.13    SEVERABILITY

The  unlawfulness  or  invalidity or  unenforceability  of any provision in this
Agreement or of any covenant herein  contained on the part of any party will not
affect the validity or  enforceability of any other provision or covenant hereof
or herein  contained and the parties  hereby  undertake to  renegotiate  in good
faith, with a view to concluding  arrangements as nearly as possible the same as
those herein contained.

10.14    AMENDMENTS

No term or provision  hereof may be amended  except by an  instrument in writing
signed by all of the parties to this Agreement.

10.15    ENTIRE AGREEMENT

This  Agreement  and the  documents  referred  to herein  constitute  the entire
agreement  among the  parties  and no party will be liable or bound to any other
party in any  manner  by any oral or  written  warranties,  representations,  or
covenants  with  respect  to the  subject  matter of this  Agreement,  except as
specifically  set forth  herein or therein.  The parties  hereto  agree that the
letter  agreement  dated  March  17,  2005  among the  parties  hereto is hereby
terminated and of no further force or effect.

10.16    FURTHER ASSURANCES

The  parties  will  execute  and  deliver  all  other  appropriate  supplemental
agreements and other instruments,  and take any other action necessary,  to give
full effect to this  Agreement,  and to make this Agreement  legally  effective,
binding and enforceable as between them, and as against third parties.

10.17    WAIVER

The failure of a party to insist upon the strict performance of any term of this
Agreement, or to exercise any right, or remedy contained in this Agreement, will
not be construed as a waiver or a  relinquishment  by that party for the future,
of that  term,  right or  remedy.  No  waiver  by any  party  hereto of any such
covenant will be deemed to have been made unless expressed in writing and signed
by the waiving party.

10.18    ATTORNEY FOR EACH CENTRASIA SHAREHOLDER

Each  Centrasia  Shareholder  (other  than  Turnbull)  hereby  appoints  Douglas
Turnbull,  the President of the Company,  as his attorney and as such authorizes
and  directs  him by and  on  behalf  of and  in  the  name  of  such  Centrasia
Shareholder  to  approve,  execute  and  deliver  under seal or  otherwise,  any
certificates,  deeds, documents,  agreements,  instruments or writings as may be
necessary,  desirable  or useful for the  purpose of giving  full effect to this
Agreement  and  as  may  be  necessary  for  the  Closing  of  the  transactions
contemplated by this Agreement in the sole opinion of such attorney.


<PAGE>

                                      -37-


IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement as of the date
first above written.


BARADERO RESOURCES LTD.                       CENTRASIA GOLD CORP.

Per:                                          Per:
    /s/  NICK DEMARE                              /s/  DOUGLAS TURNBULL
    --------------------------------              ------------------------------
    Authorized Signatory                          Authorized Signatory

                                                  /s/  JAMES HARRIS
    --------------------------------              ------------------------------
    Authorized Signatory                          Authorized Signatory

SIGNED, SEALED AND DELIVERED BY
DOUG TURNBULL in the presence of:

/s/ LINDA CHOW
-----------------------------------------
Signature of Witness
                                                  /s/  DOUGLAS TURNBULL
                                                  ------------------------------
Name: Linda Chow                                  DOUG TURNBULL
     ------------------------------------

Address:  Suite 3350, 1055
        ---------------------------------
Dunsmuir St., Vancouver, BC
-----------------------------------------
V7X 1L2
Occupation:   Solicitor
           ------------------------------

SIGNED, SEALED AND DELIVERED BY
CARY PINKOWSKI in the presence of:

/s/ LINDA CHOW
-----------------------------------------
Signature of Witness
                                                 /s/  CARY PINKOWSKI
                                                 -------------------------------
Name:  Linda Chow                                CARY PINKOWSKI
     ------------------------------------

Address:  Suite 3350, 1055
        ---------------------------------
Dunsmuir St., Vancouver, BC
-----------------------------------------
V7X 1L2
Occupation:   Solicitor
           ------------------------------



<PAGE>

                                      -38-


SIGNED, SEALED AND DELIVERED BY BILL
TAFURI in the presence of:

/s/ AMANDA HAAKENSON
-----------------------------------------
Signature of Witness
                                                  /s/  BILL TAFURI
                                                  ------------------------------
Name:    Amanda Haakenson                         BILL TAFURI
     ------------------------------------
           STAPLES 83S
Address:  6543 N. Landmark Drive
        ---------------------------------
 Park City, UT  84098
-----------------------------------------
 ph. 435-615-9778
 fax 435-615-9782
 CC0835@staplescopycenter.com

Occupation:  associate
           ------------------------------

SIGNED, SEALED AND DELIVERED BY
GREG CROWE in the presence of:

/s/ JAMES L. HARRIS
-----------------------------------------
Signature of Witness
                                                  /s/  GREG CROWE
                                                  ------------------------------
Name:  James L. Harris                            GREG CROWE
     ------------------------------------

Address:   Suite 1925, 700 W. Georgia St.
        ---------------------------------
Vancouver, B.C.  V7Y 1A1
-----------------------------------------

Occupation:  Barrister & Solicitor
           ------------------------------


SIGNED, SEALED AND DELIVERED BY
LINDSAY BOTTOMER in the presence of:

/s/ James L. Harris
-----------------------------------------
Signature of Witness
                                                  /s/  LINDSAY BOTTOMER
                                                  ------------------------------
Name:   James L. Harris                           LINDSAY BOTTOMER
     ------------------------------------

Address:  Suite 1925, 700 W. Georgia St.
        ---------------------------------
Vancouver, B.C.  V7Y 1A1
-----------------------------------------

Occupation:  Barrister & Solicitor
           ------------------------------


<PAGE>

                                      -39-


SIGNED, SEALED AND DELIVERED BY
JAMES HARRIS in the presence of:

/s/ SHANNON COTHAM
-----------------------------------------
Signature of Witness
                                                  /s/  JAMES HARRIS
                                                  ------------------------------
Name:   Shannon Cotham                            JAMES HARRIS
     ------------------------------------

Address:  #12 15875 84th Ave.
        ---------------------------------
Surrey BC
-----------------------------------------

Occupation:  Receptionist
           ------------------------------



SIGNED, SEALED AND DELIVERED BY
ROBIN MERRIFIELD in the presence of:

/s/ ART TROUP
------------------------------------------
Signature of Witness
                                                  /s/  ROBIN MERRIFIELD
                                                  ------------------------------
Name:  Art Troup                                  ROBIN MERRIFIELD
     ------------------------------------

Address: 1400 - 570 Granville Street
        ---------------------------------
Vancouver, B.C. Canada
-----------------------------------------

Occupation:  Mining Executive
           ------------------------------






<PAGE>



                                  SCHEDULE 2.2

                     LENDERS' DETAILS AND PRINCIPAL AMOUNTS
                         RE: DEBT SETTLEMENT AGREEMENTS




<PAGE>



                                  SCHEDULE 3.2

                  CENTRASIA SHAREHOLDERS AS AT THE CLOSING DATE


AUTHORIZED SHARE CAPITAL

The authorized share capital of the Company consists of 10,000,000 common shares
with par value of US$0.001 per share and  10,000,000  preferred  shares with par
value of US$0.001 per share.

CENTRASIA  SHAREHOLDERS  AND  SHAREHOLDINGS AS AT THE CLOSING DATE, ALL OF WHICH
SHALL BE SUBJECT TO A SURPLUS  SECURITIES ESCROW AGREEMENT AND ALL OF WHICH WERE
ACQUIRED FOR US$0.005 EACH

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                                          NUMBER OF CENTRASIA           NUMBER OF ACQUISITION SHARES
NAME OF CENTRASIA SHAREHOLDER                  SHARES                           TO BE RECEIVED
-------------------------------------------------------------------------------------------------------
<S>                                                <C>                                   <C>
Doug Turnbull                                      1,600,100                             1,600,100
-------------------------------------------------------------------------------------------------------
Cary Pinkowski                                     1,000,000                             1,000,000
-------------------------------------------------------------------------------------------------------
Bill Tafuri                                          400,000                               400,000
-------------------------------------------------------------------------------------------------------
Greg Crowe                                           175,000                               175,000
-------------------------------------------------------------------------------------------------------
Lindsay Bottomer                                     175,000                               175,000
-------------------------------------------------------------------------------------------------------
James Harris                                         175,000                               175,000
-------------------------------------------------------------------------------------------------------
Robin Merrifield                                     175,000                               175,000
-------------------------------------------------------------------------------------------------------
Total:                                             3,700,100                             3,700,100
-------------------------------------------------------------------------------------------------------
</TABLE>

As of the date of  execution  of this  Agreement,  the only  options,  warrants,
privileges,  agreements,  pre-emptive rights,  conversion rights or other rights
for the subscription,  purchase or issuance of any unissued shares or securities
of the  Company or for the  creation  of any  additional  classes of shares (the
"Options") are held by certain of the Lenders.  All Options will be extinguished
once the Lenders enter into the Debt Settlement Agreements.





<PAGE>



                                  SCHEDULE 3.18

                         CENTRASIA FINANCIAL STATEMENTS








<PAGE>



                                  SCHEDULE 3.19

                COMPANY'S ACCOUNTS PAYABLE AND OTHER LIABILITIES








<PAGE>



                                  SCHEDULE 3.26

                          CENTRASIA MATERIAL CONTRACTS

o   Employment Agreement dated April 1, 2004 between Douglas S. Turnbull and the
    Company, as amended by an amending letter dated May 31, 2005

o   The Original Bulakashu Option Agreement as amended by the Amending Agreement

o   The loan agreement dated September 24, 2004 among Marsa, Aitas,  BMC and the
    Company

o   The guarantee dated September 24, 2004 given by Marsa and Aitas in favour of
    the Company

o   The  share  pledge dated September 24, 2004  given by Marsa in favour of the
    Company

o   The Letter Agreement  dated March 17, 2005 among the Purchaser,  the Company
    and the Centrasia Shareholders

o   The Debt Settlement Agreements.



<PAGE>



                                  SCHEDULE 5.2

                    SHARE CAPITAL STRUCTURE OF THE PURCHASER


AUTHORIZED SHARE CAPITAL

The authorized share capital of the Purchaser consists of an unlimited number of
common shares  without par value.  There are currently  1,986,523  common shares
issued and outstanding.

BARADERO OPTIONS

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------

       NAME           TYPE OF     EXERCISE     DATE        EXPIRY        DATE        SHARES       SHARES      OUTSTANDING
                       OPTION       PRICE     GRANTED       DATE       EXERCISED    GRANTED     EXERCISED        BALANCE
-------------------------------------------------------------------------------------------------------------------------
<S>                   <C>          <C>        <C>         <C>          <C>           <C>          <C>             <C>
   D. Henstridge      Officer      $0.19      11/26/04    11/16/07        --         35,000         --            35,000
-------------------------------------------------------------------------------------------------------------------------

     A. Carter        Director     $0.19      11/26/04    11/16/07        --         40,000         --            40,000
-------------------------------------------------------------------------------------------------------------------------

      H. Lim          Director     $0.19      11/26/04    11/16/07        --         40,000         --            40,000
-------------------------------------------------------------------------------------------------------------------------

     N. DeMare        Director     $0.19      11/26/04    11/16/07     02/25/05      40,000       40,000           nil
-------------------------------------------------------------------------------------------------------------------------

 Chase Mgmt. Ltd.    Mgmt. Co.     $0.19      11/26/04    11/16/07     02/25/05      35,000       35,000           nil
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

The Lenders have rights under the Debt Settlement  Agreements to acquire certain
securities of the Purchaser.  However,  the  Purchaser's  obligation to transfer
these securities to the Lenders is contingent upon the concurrent  completion of
the transactions contemplated in this Agreement.





<PAGE>



                                  SCHEDULE 5.17

                          BARADERO FINANCIAL STATEMENTS








<PAGE>



                                  SCHEDULE 5.18

               PURCHASER'S ACCOUNTS PAYABLE AND OTHER LIABILITIES








<PAGE>



                                  SCHEDULE 5.24

                           BARADERO MATERIAL CONTRACTS

o   The sponsorship agreement  dated March 11, 2005  between the  Purchaser  and
    Canaccord Capital  Corporation

o   The Letter Agreement dated March 17, 2005 among  the  Purchaser, the Company
    and the Centrasia Shareholders