Exhibit 10.6



                            STOCK PURCHASE AGREEMENT

                                   DATED AS OF

                                  APRIL 7, 2010

                                 BY AND BETWEEN

                             MADJAK MANAGEMENT LTD.

                                  ("PURCHASER")

                                       AND

                             WIDESCOPE RESOURCES INC

                                   ("SELLER")
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                            STOCK PURCHASE AGREEMENT

             This STOCK PURCHASE AGREEMENT dated as of April 7, 2010

by and between Madjak  Management Ltd., a corporation  formed and existing under
the  laws  of the  Province  of  British  Columbia,  Canada  ("Purchaser"),  and
Widescope  Resources  Inc., a corporation  formed and existing under the laws of
the Province of British Columbia, Canada ("Seller").

                                   WITNESSETH:

WHEREAS,  Seller is the record  holder  and  beneficial  owner of seven  million
(7,000,000)  common shares (the "Shares") of Outback  Capital Inc.  ("Outback");
and

WHEREAS, Seller desires to sell, and Purchaser desires to purchase the Shares on
the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE,  in consideration of the mutual agreements  contained herein and
for other good and valuable consideration, the value, receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS.

For purposes of this Agreement,  the following terms have the meanings set forth
below:

     "Action" means any action, complaint, petition, investigation, arbitration,
     suit or other proceeding,  whether civil or criminal,  at law or in equity,
     or before any arbitrator or Governmental Entity.

     "Affiliate" means a Person that directly, or indirectly through one or more
     intermediaries,  Controls,  or is Controlled by, or is under common Control
     with, the Person specified.

     "Agreement" means this Stock Purchase Agreement, as the same may be amended
     from time to time in accordance with the terms hereof.

     "Approval"  means any approval,  authorization,  consent,  qualification or
     registration, or extension, modification, amendment or waiver of any of the
     foregoing,  required to be obtained from or any notice,  statement or other
     communication  required to be filed with or delivered to, any  Governmental
     Entity..

     "Business" means the business of exploring and developing  mineral resource
     properties in Manitoba and related  activities  as currently  carried on by
     Outback.

     "Closing" has the meaning set forth in Section 3.1.

     "Closing Date" has the meaning set forth in Section 3.2.
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     "Confidential Information" means any information that the Seller have taken
     reasonable  efforts to  protect,  in  whatever  form or medium,  concerning
     Outback or the  operations or affairs of the  Business,  excluding any such
     information  which as of the date of this  Agreement is generally  known by
     the public,  or becomes generally known by the public following the date of
     this Agreement.

     "Contract" means any agreement,  arrangement, bond, commitment,  franchise,
     indemnity, indenture,  instrument, lease, license, security agreement, sale
     or purchase order, or understanding whether or not in writing.

     "Control" means any Person that holds or is one of a combination of Persons
     that holds a sufficient  number of any of the securities of an issuer so as
     to affect  materially  the control of that issuer,  or more than 20% of the
     outstanding  voting  securities of an issuer except where there is evidence
     showing that the holding of those securities does not affect materially the
     control of that issuer.

     "Cougar  Agreement"  means the Option and  Agreement  of Purchase  and Sale
     between Cougar Minerals Corporation and Outback dated as of April 6, 2009.

     "Encumbrance"  means  any  claim,  charge,  easement,  encumbrance,  lease,
     security interest,  lien,  pledge,  restriction  (whether on voting,  sale,
     transfer,  disposition  or  otherwise),  except  for  any  restrictions  on
     transfer  generally  arising  under any  applicable  Securities  Law of any
     Governmental  Entity;  provided,  however,  that  "Encumbrance"  shall  not
     include any such item that (i) is reflected  or disclosed in the  Financial
     Statements  (ii) is not material in amount,  (iii)  constitutes a statutory
     lien arising in the ordinary course of business, (iv) does not singly or in
     the aggregate  with other such items  materially  detract from the value of
     the  property  or  materially  detract  from or  interfere  with the use of
     property in the ordinary conduct of the Business as presently conducted, or
     (v) would not otherwise constitute a Material Adverse Circumstance.

     "Environmental  Law" means all applicable Laws related to the protection of
     the environment and health and safety of the workplace including any Law or
     regulation   applicable  thereto,   including,   without  limitation,   the
     COMPREHENSIVE  ENVIRONMENTAL  RESPONSE,  COMPENSATION  AND LIABILITY ACT of
     1980,  as  amended,  (42  U.S.C.  Section  9601  et.  Seq.),  the  RESOURCE
     CONSERVATION  AND RECOVERY ACT of 1976, (42 U.S.C.  Section 6901 et. seq.),
     the CLEAN WATER ACT, (33 U.S.C.  Section 446 et.  seq.),  the SAFE DRINKING
     WATER  ACT,  (U.S.C.  Sections  1401-1450),  and  the  HAZARDOUS  MATERIALS
     TRANSPORTATION  ACT, (49 U.S.C.  Section 1801 et. seq.),  all of the United
     States of America, and, in Canada, the WASTE MANAGEMENT ACT, R.S.B.C. 1996,
     c. 482, ENVIRONMENTAL  ASSESSMENT ACT, R.S.B.C. 1996, c. 119, ENVIRONMENTAL
     PROTECTION  AND  ENHANCEMENT  ACT  S.A.  1992,  c.  E-13.3,  SPECIAL  WASTE
     MANAGEMENT   CORPORATION   ACT,  S.A.   1982,   c.  S-21.5,   and  CANADIAN
     ENVIRONMENTAL PROTECTION ACT, R.S.C. 1985, c. 22.

     "Financial  Statements" means the unaudited financial statements of Outback
     as prepared by management dated as of December 31, 2009.

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     "Governmental  Entity" means any government or any agency,  bureau,  board,
     commission, court, department, official, political subdivision, tribunal or
     other instrumentality of any government, whether federal, state, provincial
     or local, domestic or foreign.

     "Income  Tax  Return"  means a Tax  Return  required  to be  supplied  to a
     Governmental  Entity  with  respect  to  Income  Taxes,  including,   where
     permitted or required,  combined or  consolidated  returns for any group of
     Persons that includes a Outback.

     "Income  Taxes"  means  all  Taxes  based  on or  measured  by  net  income
     (including  any  interest  and  penalties  and  addition  to tax  (civil or
     criminal)  related  thereto or to the  nonpayment  thereof),  not including
     withholding or tollgate taxes.

     "Intellectual  Property" means any patent,  patent  disclosure,  trademark,
     service mark, trade dress,  logo,  trade name,  copyright or mask work, any
     registration,  or application  for any of the  foregoing,  and any computer
     software  (including source and object codes),  computer program,  computer
     data base or  related  documentation  or  materials,  data,  documentation,
     manual, trade secret,  confidential business information  (including ideas,
     formulas, compositions,  inventions, know-how, manufacturing and production
     processes and techniques,  research and development information,  drawings,
     designs,  plans,  proposals and technical  data,  financial,  marketing and
     business  data,  and pricing and cost  information)  or other  intellectual
     property right (in whatever form or medium).

     "Knowledge"  with respect to the Seller means the actual  knowledge of each
     of them and with respect to Purchaser means the actual  knowledge of any of
     the Purchaser's directors, officers and management personnel.

     "Law" means any constitutional  provision,  statute, law, rule, regulation,
     executive order,  Permit,  decree,  injunction,  judgment,  order,  ruling,
     award, determination, finding or writ of any Governmental Entity.

     "Material  Adverse  Circumstance"  means (a) with  respect to Outback,  any
     fact, circumstance or condition that would reasonably be expected to have a
     material  adverse effect on the Business,  or on the operations,  assets or
     financial  condition  of  Outback,  in either  case  taken as a whole,  but
     excluding  any  fact,  circumstance  or  condition  that  (i) is  generally
     applicable to the industries in which Outback  operates,  (ii) is generally
     applicable  to the economy or securities  markets,  (iii) is set forth in a
     Schedule hereto, or (iv) results from the transactions  contemplated hereby
     or the identity of Purchaser;  and (b) with respect to the  Purchaser,  any
     fact, circumstance or condition that would reasonably be expected to have a
     material  adverse effect on the Business,  or on the operations,  assets or
     financial condition of the Purchaser,  in either case taken as a whole, but
     excluding  any  fact,  circumstance  or  condition  that  (i) is  generally
     applicable to the industries in the Purchaser  operates,  (ii) is generally
     applicable  to the economy or securities  markets,  (iii) is set forth in a
     Schedule hereto, or (iv) results from the transactions contemplated hereby.

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     "Material  Contract"  means each Contract to which Outback is a party or to
     which a Constituent Company or any of its properties is subject or by which
     any  thereof  is bound or that (a)  obligates  Outback  to pay an amount in
     excess of $10,000 during the year ending  December 31, 2010, (b) relates to
     the sale of goods  and/or  the  provision  of  services  pursuant  to which
     Outback  expects to accrue  revenue  in excess of  $10,000  during the year
     ending  December 31, 2010,  (c) provides for an extension of credit,  other
     than  extensions of credit to customers on terms  consistent  with industry
     practice,  (d)  limits or  restricts  the  ability of Outback to compete or
     otherwise  to conduct its  Business in any  material  manner or place,  (e)
     provides for a guaranty for borrowed  money by Outback or in respect of any
     Person other than Outback,  or (f) creates a general or limited partnership
     or joint venture.

     "Order" means any decree,  injunction,  judgment, order, ruling, assessment
     or writ.

     "Permit" means any license, permit, franchise,  certificate of authority or
     Order, or any waiver of the foregoing, issued by any Governmental Entity.

     "Person"  means  an  individual,  a  corporation,   a  general  or  limited
     partnership,  a limited liability  company,  an association,  a joint stock
     company,  a trust, a joint venture,  an  unincorporated  organization  or a
     Governmental Entity.

     "Pre-Closing  Period" means, with respect to Outback, any Tax Period ending
     on or before the Closing Date and the portion of any Straddle Period ending
     on the Closing Date.

     "Purchase Price" has the meaning set forth in Section 2.2.

     "Purchaser" has the meaning set forth in the preamble hereto.

     "Purchaser  Disclosure  Documents"  means any documents  filed by Purchaser
     with any Governmental Entity pursuant to any Securities Laws.

     "Purchaser  Indemnitees"  means  each  of  Purchaser,  and  its  directors,
     officers, employees, Affiliates, agents and assigns.

     "Securities  Laws" means the U.S.  SECURITIES ACT of 1933, as amended,  the
     SECURITIES  ACT (British  Columbia)  and the  equivalent  Laws in the other
     states of the United States and in the other  provinces of Canada,  and the
     published policies of any Governmental Entity administering those statutes.

     "Securities Act of 1933" means the U.S.  Securities Act of 1933, as amended
     (15 U.S.C.ss.77a ET SEQ.

     "Securities Act (British  Columbia)" means the British Columbia  SECURITIES
     ACT; RSBC 19 ,c.

     "Securities  Reports" has the meaning ascribed to that term in Section 5.22
     hereof.

     "Seller" has the meaning set forth in the preamble hereto.

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     "Seller  Indemnitee"  means  the  Seller  and  its  respective   employees,
     Affiliates, agents, assigns, heirs and personal representatives.

     "Shares" has the meaning set forth in the preamble hereto..

     "Straddle Period" means, with respect to the Constituent Companies, any Tax
     Period that begins before and ends after the Closing Date.

     "Tax" means any federal,  state,  provincial,  local or foreign net income,
     gross income, gross receipts,  sales, goods and services,  use, ad valorem,
     transfer,  franchise,   profits,  license,  lease,  withholding,   payroll,
     employment,   pension,  excise,  severance,  stamp,  occupation,   premium,
     property,  windfall profits,  customs, duties or other tax, fee, assessment
     or  charge,  including  any  interest,  penalty  or  addition  thereto  and
     including  any  liability  for  the  Taxes  of any  Person  under  Treasury
     Regulation  Section 1.1502-6 (or any similar  provision of state,  local or
     foreign  Law),  and any  liability in respect of any Tax as a transferee or
     successor, by Law, contract or otherwise.

     "Tax Act" means the INCOME TAX ACT (Canada).

     "Tax  Code"  means  the  Internal  Revenue  Tax Code of 1986  (U.S.A.),  as
     amended.

     "Tax Period"  means,  with respect to any Tax, the period for which the Tax
     is reported as provided under applicable Tax Laws.

     "Tax Return"  means any return,  declaration,  report,  claim for refund or
     information return or statement  relating to Taxes,  including any schedule
     or attachment thereto, and any amendment thereto or modification thereof.

2. BASIC TRANSACTION.

2.1 PURCHASE AND SALE OF SHARES.

Subject to the terms and conditions of this Agreement, the Seller agrees to sell
the Shares  beneficially  owned by the Seller,  and to deliver the  certificates
evidencing  such Shares,  and Purchaser  agrees to purchase such Shares from the
Seller,  for the  consideration  hereinafter set forth.  The stock  certificates
representing  the  Shares  will  be  properly   endorsed  for  transfer  to,  or
accompanied by a duly executed stock power in favor of,  Purchaser and otherwise
in a form acceptable for transfer on the books of the Constituent Companies.

2.2 PURCHASE PRICE.

The aggregate  purchase price for the Shares (the "Purchase  Price") shall be an
amount  equal  to  the  book  value  of  all of the  Tangible  Assets  less  all
liabilities.  As at the date of this Agreement,  the Purchase Price is estimated
to be $61,365 Canadian dollars payable by cash on closing. The Purchase Price is
subject to  reduction by an amount not greater  than  $19,284,  depending on the
outcome of the April 30, 2010 payment due to Outback under the Cougar Agreement

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3. CLOSING AND CLOSING DATE.

3.1 CLOSING.

Unless this Agreement has been terminated  prior to closing (the "Closing") will
take place at the offices of the Seller,  #208 - 828  Harbourside  Drive,  North
Vancouver,  British Columbia V7P 3R9, on the earlier to occur of May 10, 2010 or
the second  business day after the  satisfaction or waiver of all of the Closing
conditions  set forth in Sections 9.1, 9.2 and 9.3, or at such other place or on
such other date as Purchaser and the Seller may agree.

3.2 CLOSING DATE.

The date on which  the  Closing  actually  takes  place is  referred  to in this
Agreement  as the  "Closing  Date." The Closing  will be deemed for all purposes
under this Agreement to have occurred as of 12:01 a.m.,  Vancouver  time, on the
Closing Date.

3.3 DELIVERIES AT THE CLOSING.

At the  Closing,  (a) the Seller  will  deliver to  Purchaser  the  certificates
referred to in Section 9.2(c) and the resignations of certain Directors referred
to in Section  9.2(d),  (b) Purchaser will deliver to the Seller the certificate
referred to in Section  9.3(c),  (c) the Seller will  deliver to  Purchaser  the
stock certificates representing the Shares, properly endorsed for transfer to or
accompanied by duly executed stock powers in favor of Purchaser and otherwise in
a form  acceptable  for  transfer on the books of Outback,  (d)  Purchaser  will
deliver to the  Seller,  the cash  portion of the  Purchase  Price by  certified
check, less any deposit paid.

4. REPRESENTATIONS AND WARRANTIES BY SELLER.

The Seller represents and warrants to Purchaser that the statements contained in
this Section 4 are correct and complete as of the date of this  Agreement and as
of the Closing Date, unless such  representations  and warranties by their terms
speak as of an earlier  date,  in which case they shall be true and correct,  or
true and correct in all material respects,  as the case may be, as of such date.
For purposes of this Section 4, any documents or information indicated as having
been made  available to Purchaser  will be deemed to have been so made available
if they  have  been  delivered  or made  available  to  Purchaser  or any of its
representatives or agents prior to the date of this Agreement.

4.1 ORGANIZATION, QUALIFICATION AND CORPORATE POWER.

Outback is a corporation  duly organized,  validly existing and in good standing
under the Laws of the  province  in which it was  incorporated.  Outback has all
requisite  power and authority to own,  lease and operate its  properties and to
carry on its Business as presently being conducted. Outback is duly qualified to
conduct  business and is in good  standing  under the Laws of each  jurisdiction
where  such  qualification  is  required,  except  where  the  failure  to be so
qualified is not a Material Adverse Circumstance.

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4.2 AUTHORIZATION OF TRANSACTION; NO CONFLICTS.

The Seller is legally  competent and has the  authority to execute,  deliver and
perform his  obligations  under this Agreement,  and this  Agreement,  when duly
executed and  delivered by  Purchaser,  constitutes  a legally valid and binding
obligation of the Seller,  enforceable against the Seller in accordance with its
terms,  except as may be  limited  by  bankruptcy,  insolvency,  reorganization,
moratorium  and other  similar  Laws and  equitable  principles  relating  to or
limiting creditors' rights generally. The execution, delivery and performance of
this  Agreement  by the Seller will not (i) violate,  or  constitute a breach or
default (whether upon lapse of time and/or the occurrence of any act or event or
otherwise) under the charter documents or by-laws of Outback, (ii) result in the
imposition  of any  Encumbrance  against any material  assets or  properties  of
Outback,  or (iii) violate any Law,  except for any such  violations,  breaches,
defaults and  impositions  as would not in the  aggregate  constitute a Material
Adverse Circumstance.  The execution, delivery and performance of this Agreement
by the Seller will not require any Approvals to be obtained, except for any such
Approvals the failure of which to receive would not in the aggregate  constitute
a Material Adverse Circumstance or have a material adverse effect on the ability
of the Seller to consummate the transactions contemplated by this Agreement.

4.3 CAPITALIZATION.

Schedule A sets forth for Outback (a) the number of authorized shares of capital
stock,  (b) the  number of issued  and  outstanding  shares of each class of its
capital  stock,  (c) the number of shares of its capital stock held in treasury,
and (d) the names of its  directors  and elected  officers.  The Seller has made
available  to  Purchaser  correct  and  complete  copies of the  Certificate  of
Incorporation and by-laws of Outback, each as amended to date. All of the issued
and outstanding shares of capital stock of Outback (i) have been duly authorized
and are validly issued,  fully paid and non assessable,  (ii) were not issued in
violation of any preemptive or other rights, and (iii) were issued in compliance
with all  applicable  Securities  Laws.  The  Seller  holds of  record  and owns
beneficially all of the outstanding  Shares in the amounts set forth in Schedule
A, free and clear of any restrictions on transfer (other than restrictions under
the Securities Act; and applicable  state  Securities  Laws; and pursuant to the
constating  documents  of  Outback),  Taxes,  Encumbrances,  options,  warrants,
purchase  rights,  Contracts,  commitments,   equities,  claims  or  demands  or
agreements  of any kind and has full  power  and  legal  right to sell,  assign,
transfer  and  deliver  the  same.   Assuming   the   accuracy  of   Purchaser's
representation  and  warranty set forth in Section 5.5 of this  Agreement,  upon
delivery to Purchaser of the stock  certificates  representing  the Shares (duly
endorsed for transfer or with properly executed stock powers attached  thereto),
and upon  Seller'  receipt of the  Purchase  Price,  good and valid title to the
Shares   will  pass  to   Purchaser,   free  and  clear  of  all   Encumbrances,
subscriptions,   options,   warrants,   calls,  proxies,  rights,   commitments,
restrictions or agreements of any kind. No dividends or distributions  have been
declared  with respect to Outback's  outstanding  capital  stock,  the record or
payment date for which is on or after the date of this Agreement. Outback is not
in  default  under  or  in  violation  of  any  provision  of  their  respective
Certificates  of  Incorporation  or by-laws.  Except as set forth on Schedule A,

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Outback does not control  directly or  indirectly  or has any direct or indirect
equity  or  other  participation  in any  Person  or any  right  (contingent  or
otherwise) to acquire the same.

4.4 FINANCIAL STATEMENTS.

     (a)  Statements.  The Seller has  delivered  the  Financial  Statements  to
          Purchaser.  The Financial  Statements have been prepared in accordance
          with  generally  accepted  accounting  principles  applied  on a basis
          consistent  with prior  periods  and  present  fairly in all  material
          respects the  financial  position and results of operations of Outback
          as of their historical dates and for the periods indicated.

     (b)  Certain  Changes.  Since  the  Financial  Statement  Date to the  date
          hereof,  there has not been, occurred or arisen any change in or event
          affecting Outback that constitutes, or reasonably would be expected to
          constitute, a Material Adverse Circumstance.

     (c)  No Other Material Liabilities.  As of the date hereof, Outback has not
          incurred  or  agreed  to  incur  any  liabilities  (including  capital
          expenditures)  in excess of $10,000  that would,  in  accordance  with
          historical practices and procedures.

4.5 ACCOUNTS RECEIVABLE.

The accounts receivable  associated with the Business reflected in the Financial
Statements  are bona fide  receivables,  accounted  for in  accordance  with the
Seller's  historical  practices and  procedures,  representing  amounts due with
respect to sales  actually made or services  actually  performed in the ordinary
course of the operation of the Business.

4.6 TAX MATTERS.

All material Income Tax Returns  required to be filed by or on behalf of Outback
have been duly filed,  such Income Tax Returns are  complete and accurate in all
material respects,  and all Taxes shown to be payable on such Income Tax Returns
have been paid in full on a timely  basis,  other than Taxes being  contested in
good faith or where the failure to make payment could not reasonably be expected
to constitute a Material Adverse Circumstance.

4.7 MATERIAL CONTRACTS.

Each  Material  Contract is valid and in full force and effect  according to its
terms,  and Outback has  performed  its  obligations  thereunder in all material
respects (to the extent such obligations have accrued), and is not in default or
breach under any such Material Contract, except where such failure to be in full
force and  effect  or  default  or  breach  would  not,  individually  or in the
aggregate,  constitute  a Material  Adverse  Circumstance.  Consummation  of the
transactions  contemplated  by this  Agreement  will not (and  will not give any
Person a right to) terminate or modify any material  rights of, or accelerate or
augment any material  obligation of Outback under any Material Contract,  except
for  any  of  the  foregoing  that  would  not  constitute  a  Material  Adverse
Circumstance.

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4.8 REAL AND PERSONAL PROPERTY; TITLE TO PROPERTY; LEASES.

To the Knowledge of the Seller, Outback has title to or other right to use, free
of  Encumbrances,  (i) all  items of real  property  material  to the  Business,
including fees,  leaseholds and all other  interests in such real property,  and
(ii)  such  other  tangible  assets  and  properties  that are  material  to the
Business, including, but not limited to, all such assets that it purports to own
or have the right to use as reflected in the  Financial  Statements or that were
thereafter  acquired,  except, in any such case, for (a) liens for Taxes not yet
due or matters  otherwise  described to Purchaser  (whether or not such liens or
other  matters  constitute  Encumbrances),  and (b)  assets and  properties  not
material to the Business  that were  disposed of since the  Financial  Statement
Date in the ordinary  course of business.  To the  Knowledge of the Seller,  the
tangible  properties  of Outback that are material to the Business are in a good
state of  maintenance  and repair  (except for  ordinary  wear and tear) and are
adequate for such Business.  The material  leasehold  properties  held by any of
Outback as lessee are held under valid, binding and enforceable leases,  subject
only to such exceptions as are not,  individually or in the aggregate,  material
to the Business.  Since the Financial  Statement  Date,  Outback has not entered
into any agreement that would subject any of its real property  interests or, to
the Knowledge of the Seller,  its tangible  properties to an Encumbrance  not in
effect as of the date hereof. The Seller has provided to the Purchaser a list of
all real  property  leases  and  subleases  under  which  Outback  is  tenant or
subtenant.

4.9 INTELLECTUAL PROPERTY.

To the  Knowledge  of the Seller,  Outback  has  ownership  of all  Intellectual
Property, or License to use, required to operate the Business as it is currently
operated and the absence of which would  constitute,  or be reasonably likely to
result in, a Material  Adverse  Circumstance.  To the  Knowledge  of the Seller,
Outback  is not  required  to make  any  payments  to  others  with  respect  to
Intellectual  Property  owned or  licensed  by any  Person.  The  Seller has not
received any notice to the effect that the Business  conflicts with or allegedly
conflicts with or infringes the Intellectual Property of any Person. Each right,
title and interest in and to the Intellectual  Property owned by Outback or used
by them in the Business as of the Closing Date will  continue to be valid and in
full force and effect after the Closing  Date.  To the  Knowledge of the Seller,
since the Financial  Statement Date,  Outback has not transferred or granted any
rights  under any  licenses  or  agreements  with  respect  to any  Intellectual
Property or agreed to take any such action.  Outback does not own any patents or
patent applications filed with any Governmental Entity.

4.10 LEGAL MATTERS; COMPLIANCE WITH LAWS.

     (a)  As of the date hereof,  there is no Order or Action pending or, to the
          Knowledge of the Seller,  threatened in writing,  against or affecting
          the Business or Outback  that (i) involves a claim or potential  claim
          of liability in excess of $10,000 against or affecting  Outback or any
          of its tangible  properties or assets, (ii) enjoins or seeks to enjoin
          any activity by Outback if such injunction constitutes,  or if entered
          would   constitute,   a  Material  Adverse   Circumstance,   or  (iii)
          individually  or when  aggregated  with one or more  other  Orders  or
          Actions  has had or would  reasonably  be  expected to have a material

                                       9
<PAGE>
          adverse  effect on the  Seller's  ability to perform  this  Agreement.
          Neither  Outback nor the Seller has waived any statute of  limitations
          or other  affirmative  defense with respect to Outback's  obligations.
          There is no  continuing  Order,  injunction  or decree  of any  court,
          arbitrator or government,  administrative or other competent authority
          to which  Outback is a party or, to the  Knowledge  of the Seller,  to
          which Outback or any of its assets is subject.

     (b)  To the  Knowledge  of the  Seller,  Outback  is in  compliance  in all
          material  respects with all  applicable  Laws in  connection  with the
          operation of the Business, and no Action has been commenced against or
          threatened  against Outback,  except for any failures of compliance or
          Actions  alleging  such a  failure  as,  in  either  case,  could  not
          reasonably be expected to result in a Material Adverse Circumstance or
          a material  adverse  effect on the  Seller'  ability to perform  their
          obligations under this Agreement. It is the intent of the parties that
          the  representations  and warranties set forth in this Section 4.10(b)
          will not be  applicable  to Tax  matters,  or  employees  and employee
          benefit  matters,  which are the subjects of the  representations  and
          warranties set forth in Sections 4.6 and 4.11, respectively.

4.12 LABOR RELATIONS.

The Seller has no Knowledge of any organizational effort presently being made or
threatened  by or on behalf of any labor union with  respect to any  employee of
the Business.

4.13 PERMITS.

To the  Seller's  Knowledge,  all  material  Permits  necessary  to conduct  the
Business as presently conducted have been obtained,  except where the failure to
obtain such Permit  would not  reasonably  be expected to  constitute a Material
Adverse Circumstance. To the Seller's Knowledge, no suspension,  cancellation or
termination of any of such material Permit is pending or threatened.

4.14 AFFILIATE AGREEMENTS, TRANSACTIONS.

     (a)  The Seller  has  provided  the  Purchaser  with a list of all  written
          contracts and agreements outstanding as of the date of this Agreement,
          and a brief description in reasonable detail of all oral agreements or
          arrangements, that relate to (i) the provision of material products or
          services to the Business by any other  division,  unit or Affiliate of
          the Seller,  or (ii) the provision of material products or services by
          the Business to any other  division,  unit or Affiliate of the Seller.
          The Seller has made available to Purchaser correct and complete copies
          of each such written agreement, as amended to date.

     (b)  The  consummation of the  transactions  contemplated by this Agreement
          will not (either alone, or upon the occurrence of any act or event, or
          with the lapse of time,  or both)  result in any  payment  arising  or
          becoming  due from  Outback  to the  Seller  or any  Affiliate  of the
          Seller.

                                       10
<PAGE>
4.15 INSURANCE.

All of the material  policies of insurance  (other than excess  coverages) under
which the  Business or Outback  are  insured  are in full force and effect,  are
sufficient  for  compliance  with  all  applicable  requirements  of Law and all
agreements  to  which  Outback  is a party or  subject,  and  provide  insurance
coverage of the assets,  operations  and  employees  of the  Business  generally
equivalent  in type and  amount to that  which is  customarily  carried by other
corporations engaged in similar businesses.

4.16 BANK ACCOUNTS AND POWERS.

The Seller has provided the Purchaser  with a list of each bank,  trust company,
savings institution,  brokerage firm, mutual fund or other financial institution
with which  Outback has an account or safe  deposit box relating to the Business
and the names and identification of all Persons authorized to draw thereon or to
have access  thereto.  The Seller has provided the  Purchaser  with a list which
lists the names of each Person  holding  powers of attorney or agency  authority
from Outback in connection with the Business and a summary of the material terms
thereof.

4.17 OPERATION IN THE ORDINARY COURSE.

Since the  Financial  Statement  Date,  the  Business  has been  operated in the
ordinary  course and  substantially  in accordance with past practice other than
changes  in  general  conditions  in  which  the  Business  operates,  in Law or
applicable regulations or the official interpretations thereof.

4.18 BROKERS' FEES.

The Seller has no liability or obligation to pay any fees or  commissions to any
broker,  finder or agent with respect to the  transactions  contemplated by this
Agreement  for which  Purchaser  or any of its  Affiliates  (including  for this
purpose Outback) could become liable or obligated.

5. REPRESENTATIONS AND WARRANTIES OF PURCHASER.

Purchaser represents and warrants to the Seller that the statements contained in
this Section 5 are correct and complete as of the date of this Agreement.

5.1 ORGANIZATION AND RELATED MATTERS.

Purchaser is a corporation  duly formed,  validly  existing and in good standing
under the Laws of the Province of British  Columbia,  Canada.  Purchaser has all
requisite  limited  corporate  power and authority to own, lease and operate its
property and enter into this Agreement.

                                       11
<PAGE>
5.2 COMPLIANCE WITH LAWS.

To the best of its knowledge, after due inquiry, Purchaser has complied with and
at the date hereof is in  compliance  with all  applicable  Laws,  except  where
failure to so comply will not constitute a Material  Adverse  Circumstance,  and
Purchaser  has all licenses,  permits,  orders or approvals of, and has made all
required  registrations with every  Governmental  Entity that is material to the
conduct of the  Business.  Except as  disclosed  to Seller,  Purchaser is not in
conflict with, or in default (including cross-defaults) or violation of: (a) its
articles of  incorporation or by-laws;  (b) to the best of its knowledge,  after
due inquiry,  at the date hereof, any Law or permit applicable to it or by which
its properties is bound or affected,  which conflict,  default or violation,  in
any case,  has or may have a  Material  Adverse  Effect on it or may  impede the
completion of any  transactions  contemplated  by this  Agreement;  (c) any debt
agreement  to which it is a party  or by  which it or any of its  properties  is
bound or affected  which  conflict,  default or  violation,  in any case,  could
constitute a Material Adverse  Circumstance on it or might impede the completion
of any of the  transactions  contemplated  in this  Agreement;  (d) any Material
Agreement  to which it is a party  or by  which it or any of its  properties  is
bound or affected which conflict,  default or violation, in any case, could have
a Material  Adverse  Effect on it or could impede the  completion  of any of the
transactions contemplated in this Agreement. In particular, and without limiting
the generality of the  foregoing,  Purchaser has complied with the provisions of
Securities Laws in all material respects.

5.3 AUTHORIZATION; NO CONFLICTS.

Purchaser  has all  requisite  corporate  power and authority to enter into this
Agreement.  The execution and delivery of this Agreement and the consummation of
the transactions  contemplated hereby have been duly authorized by all necessary
corporate action on the part of Purchaser. This Agreement has been duly executed
and delivered by Purchaser and constitutes  the valid and binding  obligation of
the   Purchaser,   enforceable   in  accordance   with  its  terms,   except  as
enforceability  may  be  limited  by  bankruptcy,  insolvency,   reorganization,
moratorium  and other  similar  Laws and  equitable  principles  relating  to or
limiting creditors' rights generally. The execution, delivery and performance of
this  Agreement  by  Purchaser,  will not (i) violate or  constitute a breach or
default (whether upon lapse of time and or the occurrence of any act or event or
otherwise) under the charter  documents or by-laws of Purchaser,  (ii) result in
the imposition of any  Encumbrance  against any material assets or properties of
Purchaser,  or (iii) violate any Law, except for any such violations,  breaches,
defaults and  impositions as would not reasonably be expected to have a material
adverse  effect on the business  operations,  assets or  financial  condition of
Purchaser.  The  execution,  delivery  and  performance  of  this  Agreement  by
Purchaser  will not require  any  Approvals  to be obtained  except for any such
Approvals  the  failure of which to receive  would not in the  aggregate  have a
material   adverse  effect  on  the  ability  of  Purchaser  to  consummate  the
transactions  contemplated by this  Agreement.  No consent,  approval,  order or
authorization of, or registration,  declaration or filing with, any Governmental
Entity is  required  by or with  respect to  Purchaser  in  connection  with the
execution and delivery of this Agreement or the consummation of the transactions
contemplated hereby.

                                       12
<PAGE>
5.4 LITIGATION.

There  are  no  judgments,   actions,  suits  or  proceedings  (whether  or  not
purportedly  on  behalf  of the  Purchaser),  pending  and  served  on or by the
Purchaser or threatened against or affecting the Purchaser, at law or in equity,
or  before or by any  Governmental  Entity,  which  action,  suit or  proceeding
involves the possibility of any judgment  against or liability of the Purchaser;
the Purchaser is not now aware of any existing  ground on which any such action,
suit or proceeding might be commenced with any reasonable likelihood of success.
In particular,  there are no judicial or administrative actions,  proceedings or
investigations  pending or, to Purchaser's  Knowledge,  threatened that question
the  validity of this  Agreement or any action taken or to be taken by Purchaser
in connection with this Agreement or that, if adversely determined, would have a
material  adverse effect upon  Purchaser's  ability to enter into or perform its
obligations under this Agreement. There is no Claim pending or, to the knowledge
of the Purchaser, after due inquiry,  threatened in writing against or involving
Purchaser  or  any  of  Purchaser's  assets  or  properties  before  any  court,
arbitrator  or  Governmental  Entity,  which could result in a Material  Adverse
Circumstance. At the date hereof, neither Purchaser nor any of its properties is
subject to any judgment, order, decree or lien.

5.5 SOLVENCY.

Purchaser  is  not  insolvent,  has  not  committed  an  act  of  insolvency  or
bankruptcy, proposed a compromise or arrangement to its creditors generally, had
any petition for a receiving  order in  bankruptcy  filed  against it, taken any
proceeding with respect to a compromise or arrangement, taken any proceedings to
have itself  declared  bankrupt or  wound-up,  taken any  proceedings  to have a
receiver  appointed  over  any part of its  assets,  had any  encumbrancer  take
possession  of any of its  property  or had any  execution  or  distress  become
enforceable or become levied upon any of its property or any seizure against any
of its property.

6. PRE-CLOSING COVENANTS.

The parties agree as follows with respect to the period between the date of this
Agreement and the Closing Date:

6.1 REASONABLE ACCESS.

     (a)  The Seller shall afford  Purchaser  reasonable  access  during  normal
          business  hours (or during  such  other  times as are agreed to by the
          Seller and Purchaser) to books and records  related to the Business so
          that Purchaser and its advisors may have the  opportunity to make such
          reasonable  investigations  as  they  shall  desire  to  make  of  the
          Business.  The  Seller  shall  furnish  to  Purchaser  any  additional
          financial and operating data and other  information as Purchaser shall
          from  time  to time  reasonably  request  with  respect  to the  same.
          Purchaser  shall,  upon reasonable  request,  provide Seller with such
          information  concerning  Purchaser as may be reasonably  necessary for
          the Seller to verify  Purchaser's  performance of and compliance  with
          its representations, warranties, and covenants herein contained.

                                       13
<PAGE>
     (b)  Purchaser  shall afford the Seller  reasonable  access  during  normal
          business  hours (or during  such  other  times as are agreed to by the
          Seller and Purchaser) to books and records  related to the Purchaser's
          business  so  that  the  Seller  and  their   advisors  may  have  the
          opportunity  to make  such  reasonable  investigations  as they  shall
          desire to make of the Purchaser. Purchaser shall furnish to the Seller
          any additional  financial and operating data and other  information as
          the Seller shall from time to time reasonably  request with respect to
          the same. The Seller shall, upon reasonable request, provide Purchaser
          with such information  concerning the Constituent  Companies as may be
          reasonably  necessary for Purchaser to verify the Seller'  performance
          of  and  compliance  with  their  representations,   warranties,   and
          covenants herein contained.

6.2 CONDUCT BEFORE CLOSING DATE.

Before the Closing Date,  except as otherwise  contemplated by this Agreement or
as permitted by the prior written  consent of Purchaser,  but without making any
commitment on Purchaser's behalf, the Seller shall (i) conduct the Business only
in the ordinary course consistent with past practice; (ii) cause the Constituent
Companies to perform in all material respects their respective obligations under
all binding  agreements and maintain all leases and licenses in good standing in
full force and effect to the same  extent  that such  leases and  licenses  were
maintained  immediately  prior to the date of this Agreement;  (iii) continue in
effect  insurance  policies  (or similar  coverage)  referred to in Section 4.15
hereof; (iv) use commercially  reasonable efforts to keep available the services
of  current  employees  of the  Business;  and (v) use  commercially  reasonable
efforts to maintain  and  preserve  the good will of the  suppliers,  customers,
employees and others having business relations with the Constituent Companies.

6.3 PROHIBITED TRANSACTIONS BEFORE CLOSING DATE.

Before the Closing Date,  except as otherwise  contemplated by this Agreement or
permitted by the prior written  consent of  Purchaser,  the Seller shall not and
shall not cause the Constituent Companies to directly or indirectly, in any way,
contact,  initiate,  enter into, or conduct any discussions or negotiations,  or
enter into any  agreements,  whether written or oral, with any Person or entity,
with respect to the sale of any of the Constituent Companies.

6.4 FURTHER ASSURANCES.

Before and after the Closing,  each party hereto shall  execute and deliver such
instruments  and take  such  other  actions  as any other  party may  reasonably
request  for the purpose of carrying  out the intent of this  Agreement  and the
other  acquisition  documents.  Each party  hereto shall use its best efforts to
cause the transactions  contemplated by this Agreement and the other acquisition
documents  to be  consummated,  and,  without  limiting  the  generality  of the
foregoing,   to  provide  to  or  obtain  all  consents  and  authorizations  of
Governmental  Entities and third parties;  and to make all filings with and give
all notices to Governmental  Entities and third parties that may be necessary or

                                       14
<PAGE>
reasonably  required to effect the  transactions  contemplated by this Agreement
and the other acquisition documents.

6.5 CONFIDENTIALITY.

Before and after the  Closing,  each party to this  Agreement  shall,  and shall
cause its officers,  accountants,  counsel, and other authorized representatives
and affiliated  parties, to hold in strict confidence and not use or disclose to
any other  party  without  the prior  written  consent of the other  party,  all
information  obtained from the other parties in connection with the transactions
contemplated  hereby,  except such  information  may be used or  disclosed  when
required by any regulatory  authorities or Governmental Entities, if required by
court order or decree or applicable law, if it is publicly  available other than
as a result  of a breach  of this  Agreement,  if it is  otherwise  contemplated
herein,  or by Purchaser from and after the Closing to the extent related to the
Business.

6.6 SUPPLEMENTAL DISCLOSURES.

Before the Closing, if any party discovers facts or circumstances that should be
disclosed on one or more of such party's Disclosure Schedules,  such party shall
so notify the other parties to this Agreement.

7. POST-CLOSING COVENANTS.

The parties agree as follows with respect to the period on and after the Closing
Date:

7.1 GENERAL.

In case at any time on or after the Closing Date any further action is necessary
or desirable to carry out the  purposes of this  Agreement,  each of the parties
will take such further  action  (including  the  execution  and delivery of such
further instruments and documents) as the other party may reasonably request, at
the sole cost and expense of the requesting  party (unless the requesting  party
is entitled to indemnification therefor).

7.2 POST-CLOSING CONSENTS.

The Seller wil1 use,  and shall cause  Outback to use,  commercially  reasonable
efforts, and Purchaser will use commercially reasonable efforts on and after the
Closing Date to obtain all third party  consents,  if any, that are not obtained
prior  to the  Closing  Date  and  that  are  required  in  connection  with the
transactions contemplated by this Agreement.

7.3 AGREEMENTS REGARDING TAX MATTERS.

     (a)  Returns. The Seller (on behalf of Outback) shall timely and accurately
          file or cause to be filed (i) all Tax Returns  required to be filed by
          Outback  on or prior to the  Closing  Date,  and (ii) all  Income  Tax
          Returns  which  include the  taxable  income of Outback (to the extent
          required  by Law).  Purchaser  shall  be  responsible  for the  timely
          preparation  and filing of all Tax Returns of Outback other than those

                                       15
<PAGE>
          Tax Returns that are the  responsibility of the Seller pursuant to the
          preceding sentence.

     (b)  Assistance and Cooperation. After the Closing Date, each of the Seller
          and Purchaser shall:

          (i)  assist and cause its respective Affiliates and representatives to
               assist  the  other  party  in  preparing   any  Tax  Returns  and
               statements  which such other party is  responsible  for preparing
               and filing;

          (ii) cooperate  fully in preparing for any Tax audits of, or disputes,
               contests or proceedings  with, taxing  authorities  regarding any
               Taxes;

          (iii)make  available  to the other  and to any  taxing  authority,  as
               reasonably  requested,  all  information,  records and  documents
               relating to Tax liabilities  that are attributable to Outback and
               relate to or affect periods beginning prior to the Closing Date;

          (iv) preserve all such  information,  records and documents  until the
               expiration of any applicable statues of limitations or extensions
               thereof and as otherwise required by Law;

          (v)  make available to the other, as reasonably  requested,  personnel
               responsible for preparing or maintaining information, records and
               documents in connection with Tax matters;

          (vi) furnish the other with copies of all correspondence received from
               any  taxing  authority  in  connection  with  any  Tax  audit  or
               information request with respect to any such period;

          (vii)keep  confidential  any  information  obtained  pursuant  to this
               Section   7.3(g),   except  as  may  otherwise  be  necessary  in
               connection  with the filing of returns or claims for refund or in
               conducting any audit or other Tax proceeding; and

          (viii) furnish the other with adequate  information which would enable
               the other party to determine its  entitlement  to, and the amount
               of,  any  refund  or  credit  to which  either  party  reasonably
               believes the other party may be entitled.

8. ADDITIONAL COVENANTS OF THE PURCHASER.

Purchaser acknowledges and agrees to the following:

     (a)  Included  as part of the  obligations  assumed  by  Purchaser  in this
          transaction,   Purchaser   shall  be  responsible   for  any  and  all
          outstanding amounts due and other obligations of Outback;

                                       16
<PAGE>
     (b)  It will  hold  the  Seller  harmless  from  any  and  all  outstanding
          liabilities of Outback;

     (c)  It will give a complete and  unconditional  Release of the Seller from
          any employee  liabilities,  severance and contingent issues related to
          the operations as at the date of closing.

9. GENERAL OBLIGATIONS.

The  obligations  of  Purchaser  and the Seller to effect the  Closing  shall be
subject to each of the following conditions, unless waived in writing by each of
the parties:

     (a)  Approvals.  On or prior to the Closing Date, all Approvals required by
          applicable Law to be obtained from any  Governmental  Entity to effect
          the issuance  and  delivery of the Shares shall have been  received or
          obtained.

9.1 CONDITIONS TO OBLIGATION OF PURCHASER.

The  obligation  of  Purchaser  to  effect  the  Closing  shall  be  subject  to
satisfaction of each of the following conditions, except to the extent waived in
writing by Purchaser:

     (a)  Representations and Warranties.

          (i)  The  representations  and  warranties  of the Seller set forth in
               Section 4 that are qualified as to materiality  shall be true and
               correct and the  representations and warranties of the Seller set
               forth in  Section 4 that are not so  qualified  shall be true and
               correct  in all  material  respects,  in each case on the date of
               this  Agreement  and on the  Closing  Date as though  made on the
               Closing Date, unless such representations and warranties by their
               terms  speak as of an earlier  date,  in which case they shall be
               true and correct,  or true and correct in all material  respects,
               as the case may be, as of such date,  except to the  extent  that
               the failure of such representations and warranties to be true and
               correct,  or true and correct in all  material  respects,  as the
               case  may  be,   would  not   constitute   a   Material   Adverse
               Circumstance.

          (ii) From the date of this Agreement until the Closing Date, there has
               not been,  occurred,  or arisen, any change in or event affecting
               Outback that constitutes a Material Adverse Circumstance.

     (b)  Covenants of Seller.  The Seller will have  performed  and complied in
          all material  respects with all of their  covenants  contained in this
          Agreement required to be performed or complied with on or prior to the
          Closing Date.

     (c)  Resignations:   The  Seller  will  have  delivered  to  the  purchaser
          Resignations  of all  Directors  of  Outback  dated  effective  at the
          Closing Date.

                                       17
<PAGE>
9.2 CONDITIONS TO OBLIGATION OF SELLER.

The obligation of the Seller to consummate the  transactions  to be performed by
them in connection  with the Closing is subject to  satisfaction  of each of the
following conditions:

     (a)  Representations and Warranties.  The representations and warranties of
          Purchaser set forth in Section 5 that are qualified as to  materiality
          shall be true and correct and the  representations  and  warranties of
          Purchaser  set forth in Section 5 that are not so  qualified  shall be
          true and correct in all material  respects,  in each case, on the date
          of  this  Agreement  and on the  Closing  Date as  though  made on the
          Closing  Date,  unless such  representations  and  warranties by their
          terms  speak as of an earlier  date,  in which case they shall be true
          and correct, or true and correct in all material respects, as the case
          may be, as of such date, except to the extent that the failure of such
          representations  and  warranties  to be true and correct,  or true and
          correct in all material respects, as the case may be, would not have a
          material  adverse  effect  on  Purchaser's   ability  to  perform  its
          obligations under this Agreement.

     (b)  Covenants of Purchaser.  Purchaser will have performed and complied in
          all  material  respects  with all of its  covenants  contained in this
          Agreement required to be performed or complied with on or prior to the
          Closing Date.

10. GENERAL

10.1 SEVERABILITY

Whenever possible,  each provision of this Agreement will be interpreted in such
manner as to be effective and valid under  applicable  Law, but if any provision
of this Agreement is held to be prohibited by or invalid under  applicable  Law,
such  provision will be  ineffective  only to the extent of such  prohibition or
invalidity, without invalidating the remainder of this Agreement.

10.2 COUNTERPARTS.

This Agreement may be executed  simultaneously in two or more counterparts,  any
one of which need not contain  the  signatures  of more than one party,  but all
such counterparts taken together will constitute one and the same Agreement.

10.3 DESCRIPTIVE HEADINGS.

The descriptive headings of this Agreement are inserted for convenience only and
do not constitute a part of this Agreement.

10.4 NOTICES.

All notices,  demands or other  communications to be given or delivered under or
by reason of the  provisions  of this  Agreement  will be in writing and will be
deemed to have been given when  delivered  personally  to the  recipient or when

                                       18
<PAGE>
sent to the recipient by telecopy  (receipt  confirmed),  one business day after
the date  when  sent to the  recipient  by  reputable  express  courier  service
(charges  prepaid) or three (3) business  days after the date when mailed to the
recipient by certified or registered mail,  return receipt requested and postage
prepaid.  Such  notices,  demands  and  other  communications  will  be  sent to
Purchaser and the Seller at the addresses indicated below:

     If to Seller

                  Widescope Resources Inc.
                  #208 - 828 Harbourside Dr.
                  North Vancouver, BC V7P 3R9
                  Telephone: (604) 904-8481
                  Telecopy: (604) 904-9431

     If to Purchaser:

                  Madjak Management Ltd.
                  P.O. Box 10322, Pacific Centre
                  Suite 1588 - 609 Granville Street
                  Vancouver  BC  V7Y 1G5
                  Telephone: (604) 678-8941
                  Telecopy: (604) 689-7442
                  Attn: President

or to such  other  address  or to the  attention  of  such  other  party  as the
recipient party has specified by prior written notice to the sending party.

10.5 NO THIRD-PARTY BENEFICIARIES.

This Agreement will not confer any rights or remedies upon any Person other than
the Seller and Purchaser and their respective successors and permitted assigns.

10.6 ENTIRE AGREEMENT.

This Agreement constitutes the entire agreement among the parties and supersedes
any prior understandings, agreements or representations by or among the parties,
written or oral,  that may have related in any way to the subject matter hereof,
including without limitation, the Letter of Intent.

10.7 CONSTRUCTION.

All terms  defined  herein  have the  meanings  assigned  to them herein for all
purposes,  and such  meanings  are equally  applicable  to both the singular and
plural forms of the terms defined.  "Include",  "includes" and "inc1uding" shall
be deemed to be followed by "without limitation" whether or not they are in fact
followed  by such  words or  words  of like  import.  "Writing",  "written"  and
comparable  terms  refer to  printing,  typing,  lithography  and other means of
reproducing  words in a visible form.  Any instrument or Law defined or referred
to herein means such instrument or Law as from time to time amended, modified or

                                       19
<PAGE>
supplemented,  including (in the case of  instruments)  by waiver or consent and
(in the case of any Law) by succession of comparable successor Laws and includes
(in  the  case  of  instruments)  references  to  all  attachments  thereto  and
instruments incorporated therein; but in all cases only as amended,  modified or
supplemented  through the date of this  Agreement.  References  to a Person are,
unless the context otherwise requires,  also to its successors and assigns.  Any
term  defined  herein by  reference  to any  instrument  or Law has such meaning
whether or not such  instrument  or Law is in effect.  "Shall"  and "will"  have
equal force and effect  "Hereof",  "herein",  "hereunder"  and comparable  terms
refer to the  entire  instrument  in which  such  terms  are used and not to any
particular article,  section or other subdivision thereof or attachment thereto.
References to "the date of this  Agreement,"  "the date hereof" or words of like
import shall mean the date first above  written.  References in an instrument to
"Article",  "Section" or another subdivision or to an attachment are, unless the
context  otherwise  requires,  to an article,  section or  subdivision  of or an
attachment  to such  instrument.  References to any gender  include,  unless the
context  otherwise  requires,  references to all genders,  and references to the
singular  include,  unless the context  otherwise  requires,  references  to the
plural and vice versa.  All accounting  terms not otherwise  defined herein have
the meaning assigned under generally  accepted  accounting  principles in Canada
which have effective dates on or prior to the Financial Statement Date.

10.8 ASSIGNMENT

The  Purchaser  shall be free to assign  its  interest  in this  Agreement.  The
Seller's  interest in this  Agreement  is not  assignable,  in whole or in part,
provided  that the Seller  shall be  entitled  to assign  this  Agreement  to an
Affiliate,  upon  notice in  writing to the  Purchaser,  and  provided  that the
Affiliate agrees to be bound by the terms of this Agreement.

10.8 CURRENCY

All references in this  Agreement to dollar  amounts shall be Canadian.  dollars
unless specified otherwise.

10.9 REPRESENTATION BY COUNSEL; INTERPRETATION.

The Seller and Purchaser each  acknowledge that each party to this Agreement has
been   represented  by  counsel  in  connection  with  this  Agreement  and  the
transactions contemplated by this Agreement. Accordingly, any rule of Law or any
legal decision that would require  interpretation of any claimed  ambiguities in
this  Agreement  against  the party that  drafted it has no  application  and is
expressly  waived.  The provisions of this  Agreement  shall be interpreted in a
reasonable manner to effect the intent of Purchaser and Seller.

10.10 INCORPORATION OF EXHIBITS AND SCHEDULES.

The Exhibits and Schedules  identified in this Agreement are incorporated herein
by reference and made a part hereof.

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<PAGE>
10.11 GOVERNING LAW.

All questions  concerning the construction,  validity and interpretation of this
Agreement and the exhibits and schedules hereto will be governed by the internal
laws of British Columbia, Canada other than the conflict of laws rules thereof.

10.12 RESOLUTION OF DISPUTES.

All litigation relating to or arising under or in connection with this Agreement
shall be brought only in the federal or local courts  located in the  Vancouver,
British  Columbia,  which  shall have  exclusive  jurisdiction  to  resolve  any
disputes with respect to this Agreement,  with each party irrevocably consenting
to the jurisdiction thereof for any Actions, suits or proceedings arising out of
or relating to this  Agreement.  The parties hereto  irrevocably  waive trial by
jury in any legal action or proceeding  relating to this  Agreement or any other
agreement  entered into in  connection  herewith and for any  counterclaim  with
respect hereto.  In the event of any breach of the provisions of this Agreement,
the non-breaching party shall be entitled to equitable relief,  including in the
form of injunctions  and orders for specific  performance,  where the applicable
legal standards for such relief in such courts are met, in addition to all other
remedies  available to the non-breaching  party with respect hereto at law or in
equity.  In  addition,  the  prevailing  party or parties  shall be  entitled to
reasonable  attorneys' fees, costs and expenses  incurred in connection with any
legal action or proceeding.

10.13 NO CONSEQUENTIAL DAMAGES.

Notwithstanding  anything to the contrary elsewhere in this Agreement,  no party
(or its Affiliates)  shall, in any event, be liable to the other parties (or its
Affiliates) for any consequential,  special or punitive damages,  including, but
not limited to, loss of future revenue or income, or loss of business reputation
or opportunity relating to the breach or alleged breach of this Agreement.

IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  and  delivered  this
Agreement on the date first written above.

PURCHASER:                                  SELLER:
MADJAK MANAGEMENT LTD.                      WIDESCOPE RESOURCES INC


By:                                         By:
   ---------------------------------           ---------------------------------
   Authorized Signatory                        Authorized Signatory


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