Exhibit 10.2

                            PROPERTY OPTION AGREEMENT

THIS  made and entered into as of the ___ day of __________, 2010.

BETWEEN:

          DAVID  BEILHARTZ,  49  Airport  Road,  Whitefish,   Ontario,  P0M  3E0
          ("Beilhartz");

          (Beilhartz herein "Optionor")

                                                               OF THE FIRST PART

AND:

          WIDESCOPE  RESOURCES INC., a company having an office at Suite 208-828
          Harbourside Drive, North Vancouver, British Columbia, V7P 3R9

          (herein "Optionee")

                                                              OF THE SECOND PART

WHEREAS  the  Optionor  have  represented  that  collectively  they are the sole
beneficial  owners in and to those mineral  claims in Ontario (the  "Claims") as
more  particularly  described in Schedule "A" attached  hereto and  collectively
referred to as the Bell Lake Property;

AND WHEREAS the  Optionor,  subject to the Net Smelter  Royalty  reserved to the
Optionor and the obligations under section 10(g) hereof,  now wishes to grant to
the Optionee the exclusive  right and option to acquire an undivided 100% right,
title and interest in and to the Claims on the terms and conditions  hereinafter
set forth;

NOW THEREFORE THIS AGREEMENT  WITNESSETH THAT in  consideration of the premises,
the  mutual  covenants  herein  set forth and the sum of One  Dollar  ($1.00) of
lawful  money of Canada now paid by the  Optionee to the  Optionor  (the receipt
whereof is hereby acknowledged),  the Parties hereto do hereby mutually covenant
and agree as follows:

1. Definitions

The following words, phrases and expressions shall have the following meanings:

     (a)  "After  Acquired  Properties"  means  any  and all  mineral  interests
          staked,  located,  granted or  acquired  by or on behalf of  Widescope
          hereto  during the currency of this  Agreement  which are located,  in
          whole or in part,  within  five  kilometres  of the  perimeter  of the
          Claims.  Both parties  acknowledge  that the optionor has entered into
<PAGE>
                                      -2-


          discussions  to purchase the  northwest 1/4 of the north 1/2 of lot 12
          conc. 4 lorne twp, to which the optionor herby grants a one year right
          of first refusal to the optionee,  under  previously  agreed terms, if
          the optionor finalized the purchase of this parcel.

     (b)  "Expenditures"  includes  all  direct  or  indirect  expenses  [net of
          government  incentives and net of payments to the Optionor pursuant to
          Section 4 hereof] of or incidental to Mining Operations  provided that
          such  expenses  must relate to work on the Claims as is  acceptable to
          the MNDM for the purposes of keeping the Claims in good standing.  The
          certificate  of the  Controller  or  other  financial  officer  of the
          Optionee,  together  with a statement of  Expenditures  in  reasonable
          detail shall be prima facie evidence of such Expenditures;

     (c)  "Facilities" means all mines and plants, including without limitation,
          all pits,  shafts,  adits,  haulageways,  raises and other underground
          workings, and all buildings, plants, facilities, and other structures,
          fixtures, and improvements,  and all other property,  whether fixed or
          moveable,  as the same may exist at any time in, or on the  Claims and
          relating to the operator of the Claims as a mine or outside the Claims
          if for the exclusive benefit of the Claims only;

     (d)  "Force  Majeure" means an event beyond the  reasonable  control of the
          Optionee that  prevents or delays it from  conducting  the  activities
          contemplated  by this  Agreement  other  than the  making of  payments
          referred to in Section 0 herein.  Such events shall include but not be
          limited  to acts of God,  war,  insurrection,  action or  inaction  of
          governmental   agencies,   inability  to  obtain  any   environmental,
          operating or other  permits or approvals,  authorizations  or consents
          and inclement weather conditions;

     (e)  "Mineral  Products"  means the  commercial  end products  derived from
          operating the Claims as a mine;

     (f)  "Mineral  Rights"  means the right to all minerals on, in or under the
          Claims, excluding quarry right for aggregates ;

     (g)  "Mining Operations" includes:

          (i)  every  kind of work done on or with  respect to the Claims or the
               mineral products  derived  therefrom by or under the direction of
               the Optionee; and

          (ii) without  limiting the generality of the  foregoing,  includes the
               work  of  assessment,  geophysical,  geochemical  and  geological
               surveys, studies and mapping, investigating, drilling, designing,
               examining  equipping,   improving,   surveying,   shaft  sinking,
               raising,  cross-cutting  and drifting,  searching  for,  digging,
               trucking,  sampling,  working and  procuring  minerals,  ores and
               metals,  in surveying and bringing any mineral claims to lease or
               patent,  in  doing  all  other  work  usually  considered  to  be
               prospecting,   exploration,  development,  a  feasibility  study,
<PAGE>
                                      -3-


               mining work,  milling,  concentration,  bonification  or ores and
               concentrates, as well as the separation and extraction of Mineral
               Products;

     (h)  "MNDM" means the Ontario Ministry of Northern Development and Mines;

     (i)  "Net  Smelter  Royalty"  means that net smelter  royalty as defined in
          Section 0 hereof;

     (j)  "Option"  means the option  granted by the Optionor to the Optionee to
          acquire,  subject to the Net Smelter Royalty  reserved to the Optionor
          and the  obligations  under section 10(g)  hereof,  an undivided  100%
          right, title and interest in and to the Claims;

     (k)  "Option  Period"  means the period from the date hereof to the date at
          which the Optionee has performed its  obligations  to acquire its 100%
          interest  in the Claims as set out in Section 0 hereof  subject to the
          Net Smelter Royalty reserved to the Optionor and the obligations under
          section 10(g) hereof; and

     (l)  "Claims" means the mineral  claims  described in Schedule "A" together
          with  such  further  claims  contiguous  to the  claims  described  in
          Schedule "A" as the parties  hereto have mutually  agreed to be staked
          so as to become subject to the Option.

2. Headings

Any heading,  caption or index hereto shall not be used in any way in construing
or interpreting any provision hereof.

3. Singular, Plural

Whenever the singular or masculine or neuter is used in this Agreement, the same
shall be construed as meaning plural or feminine or body politic or corporate or
vice versa, as the context so requires.

4. Option

The Optionor  hereby  grants to the Optionee  the sole and  exclusive  right and
option (the "Option") to earn a 100% interest in the Claims,  subject to the Net
Smelter Royalty reserved to the Optionor and the obligations under section 10(g)
hereof, exercisable as follows (it being acknowledged that all cash payments and
share issuances provided for herein are to be made to David Beilhartz):

     (a)  the Optionee  paying the sum of $25,000 to the Optionor by way of cash
          and issuing  300,000  common  shares of the  Optionee to the  Optionor
          forthwith upon execution of this Agreement (the "Execution Date");

     (b)  on or before that date which is 12 months following the Execution Date
          the,  paying a further  $25,000  to the  Optionor  and  issuing to the
          Optionor a further 300,000 common shares of the Optionee;
<PAGE>
                                      -4-


     (c)  on or before that date which is 24 months following the Execution Date
          the  paying a further  $40,000  to the  Optionor  and  issuing  to the
          Optionor a further 400,000 common shares of the Optionee;

     (d)  on or before that date which is 36 months following the Execution Date
          the paying a further $40,000 to the Optionor;

     (e)  on or before that date which is 48 months following the Execution Date
          the paying a further $80,000 to the Optionor; and

upon the Optionee having satisfied the obligations set forth above, the Optionee
shall be deemed to have exercised the Option (the "Exercise  Date") and shall be
entitled to an  undivided  100% right,  title and  interest in and to the Claims
with the full right and authority to equip the Claims for production and operate
the Claims as a mine  subject to the rights of the  Optionor  to the Net Smelter
Royalty  and subject to the  obligations  under  section  10(g)  hereof.  Always
provided that if any of the  obligations set forth above are not satisfied on or
before the date  stipulated,  the Optionee shall without losing any rights under
this Agreement have a further thirty (30) days to satisfy any such obligation.

5. Net Smelter Royalty

The  transfer of the Mineral  Rights by the  Optionor is subject to the Optionor
retaining a 2.5% Net Smelter  Royalty  with respect to the  production  from the
Claims having the following attributes:

     (a)  the terms and  conditions  of the Net Smelter  Royalty shall be as set
          forth in schedule B hereto;

     (b)  the Optionee  shall have the right to repurchase  sixty percent of the
          Net Smelter  Royalty  (1.5%) for  $1,500,000  at any time prior to the
          first anniversary date of the commencement of commercial production on
          the Claims; and

     (c)  the  Optionee  shall be  obligated  to pay advances on the Net Smelter
          Royalty  of $5,000  per  annum,  payable  as to $2,500 on August 1 and
          February 1 of each year commencing  August 1, 2013 which amounts,  for
          greater  certainty shall serve to reduce any amounts otherwise payable
          on account of the Net Smelter Royalty.

6. Transfer of Title

Upon exercise of this option, the Optionor will deliver or cause to be delivered
to the  Optionee,  a duly  executed  transfer  of the  Claims  in  favour of the
Optionee . The Optionee  shall be entitled to record the Optionee  Transfer with
the  appropriate  government  offices to effect  transfer  of legal title of the
Claims into its own name at any time  following  the Exercise Date provided that
in the event the Optionee Transfer is recorded the Optionor shall be entitled to
record  notice  of their  interest  in the Net  Smelter  Royalty.  All costs for
associated with the transfer by both parties will be borne by the optionee.
<PAGE>
                                      -5-


7. Assignment

During the Option Term, no party shall sell, transfer,  assign, mortgage, pledge
or otherwise encumber its interest in this Agreement or its right or interest in
the Claims  without the  consent of the other  parties,  such  consent to be not
unreasonably withheld, provided that any party shall be permitted to assign this
Agreement to an  "affiliate"  or  "associate"  as those terms are defined in THE
BUSINESS  CORPORATIONS  ACT  (British  Columbia).  It will be a condition of any
assignment  under this Agreement that such assignee shall agree in writing to be
bound by the terms of this Agreement applicable to the assignor.

The Optionee  shall have the right at any time during the term of this Agreement
to relinquish  its rights to earn an interest in one or more of the Claims or to
reduce the size of one or more of the  Claims,  in  accordance  with the laws of
Ontario,  by  providing  written  notice to the  Optionor.  Pursuant to any such
relinquishment  the Claims  relinquished  shall be returned to the Optionor with
sufficient work applied to them such that they are in good standing for a period
of  twelve  (12)  months  from the date of  relinquishment.  Following  any such
relinquishment  or reduction in size,  the Optionee  will have no  obligation to
incur any further exploration and development expenditures on the portion of the
Property relinquished or, in the case of a claims that has been reduced in size,
on the portion of such claim that has been dropped.

8. Termination

This Agreement shall forthwith terminate in circumstances where:

     (a)  the  Optionee  fails to make the  payments  in  Sections 0  (including
          advanced royality  payment),  of this Agreement on or before the dates
          set out herein .

     (b)  the  Optionee  gives 3 months  notice of  termination  to the Optionor
          which it shall be at liberty to do at any time after the  execution of
          this  Agreement  and the  payment  of the amount set forth in clause 0
          hereof;

     (c)  this  Agreement is  terminated in  accordance  with the  provisions of
          section 19 herein; or

     (d)  the parties mutually agree in writing; and

in circumstances where this Agreement  terminates prior to the Exercise Date the
Optionee shall execute all such documents and do all such things as necessary to
transfer legal title to the Claims back to the Optionor.

9. Representations, Warranties and Covenants of the Optionor

The  Optionor  represent,  warrant  and  covenant  to and with the  Optionee  as
follows:

     (a)  neither the execution and delivery of this  Agreement,  nor any of the
          agreements  referred  to  herein  or  contemplated   hereby,  nor  the
          consummation of the transactions  hereby  contemplated  conflict with,
<PAGE>
                                      -6-


          result in the breach of or accelerate the performance required by, any
          agreement to which they are a party;

     (b)  the Claims are  accurately  described  in  Schedule  "A",  are in good
          standing under the laws of the jurisdiction in which it is located and
          are free and clear of all liens,  charges and encumbrances  other than
          those of which the Optionee has been advised in writing;

     (c)  the Claims have been operated  substantially  in  accordance  with all
          applicable  and  environmental  laws  and,  to  the  knowledge  of the
          Optionor there are no environmental  conditions existing on the Claims
          to which any  material  remedial  action is required  or any  material
          liability has or may be imposed under applicable environmental law;

     (d)  the Optionor is the sole beneficial  owners of the Claims and have the
          exclusive  right  to  enter  into  this  Agreement  and all  necessary
          authority to transfer their interest in the Claims in accordance  with
          the terms of this Agreement;

     (e)  no person,  firm or  corporation  has any  proprietary  or  possessory
          interest in the Claims other than the Optionor, and no person, firm or
          corporation  is entitled to any royalty or other payment in the nature
          of rent or royalty on any minerals,  ores,  metals or  concentrates or
          any other such products removed from the Claims;

     (f)  upon request by the  Optionee,  and at the sole cost of the  Optionee,
          the  Optionor  shall  deliver or cause to be delivered to the Optionee
          copies of all  available  maps and other  documents  and data in their
          possession respecting the Claims; and

     (g)  during the currency of this Agreement, the Optionor will:

          (i)  not do any act or thing which would or might in any way adversely
               affect the rights of the Optionee hereunder;

          (ii) not  relinquish  or abandon all or any part of their  interest in
               the Claims;

          (iii)not  mortgage,  pledge or encumber the Claims after the Effective
               Date without the Optionee's prior written consent; and

          (iv) give the Optionee  such access to the  Property,  at all times at
               its own risk and expense, as the Optionee shall determine, acting
               reasonably,  is  necessary to enable it to carry out the terms of
               this Agreement.

10. Representations, Warranties and Covenants of the Optionee

The Optionee represents, warrants and covenants to and with the Optionor that:

     (a)  the Optionee is a company duly organized  validly existing and in good
          standing under the laws of the Province of British Columbia;
<PAGE>
                                      -7-

     (b)  the Optionee has full power and authority to carry on its business and
          to enter into this Agreement and any agreement or instrument  referred
          to or contemplated by this Agreement;

     (c)  neither the execution and delivery of this  Agreement,  nor any of the
          agreements  referred  to  herein  or  contemplated   hereby,  nor  the
          consummation of the transactions  hereby  contemplated  conflict with,
          result in the breach of or accelerate the performance required by, any
          agreement to which it is a party;

     (d)  the  execution  and  delivery  of this  Agreement  and the  agreements
          contemplated  hereby  will not  violate or result in the breach of the
          laws of any  jurisdiction  applicable or pertaining  thereto or of its
          constating documents;

     (e)  this Agreement  constitutes a legal,  valid and binding  obligation of
          the Optionee;

     (f)  the Optionee shall use its reasonable best efforts to limit the resale
          restrictions  to which the common  shares of the Optionee  issuable to
          the  Optionor  pursuant  to  Section 0 hereof  would be subject to the
          minimum restrictions provided for under applicable securities laws;

     (g)  both during and after the Option  Period,  the Optionee  will keep the
          Claims in good  standing,  free and clear of all  liens,  charges  and
          encumbrances and in connection therewith shall make all such payments,
          including,  but not  limited  to  taxes  and  filing  fees as shall be
          necessary  and  including  meeting  all of  the  MNDM  minimum  yearly
          assessment work  requirements  and qualified  expenditures  thereof in
          order to keep the Claims in good standing,  failing which the Optionee
          shall take all such steps as shall be necessary to reconvey the Claims
          to the Optionor; and

     (h)  the Optionee  will carry out all Mining  Operations on the Claims in a
          miner-like  fashion and will obtain all  licenses and permits as shall
          be necessary to enable it to carry out the terms of this Agreement.

11. Indemnity and Survival of Representations

The representations and warranties  hereinbefore set out are conditions on which
the parties have relied in entering  into this  Agreement  and shall survive the
acquisition  of any  interest  in the  Claims  by the  Optionee  and each of the
parties will indemnify and save the other harmless from all loss, damage, costs,
actions  and  suits  arising  out of or in  connection  with any  breach  of any
representation,  warranty,  covenant,  agreement or  condition  made by them and
contained in this Agreement.

The  Optionee  agrees to  indemnify  and save  harmless  the  Optionor  from any
liability to which it may be subject arising from any Mining Operations  carried
out by the Optionee or at is direction on the Claims.
<PAGE>
                                      -8-


12. Confidentiality

The parties  hereto  agree to hold in  confidence  all  information  obtained in
confidence  in  respect  of the  Claims or  otherwise  in  connection  with this
Agreement  other  than  in  circumstances  where a party  has an  obligation  to
disclose such information in accordance with applicable securities  legislation,
in which case such  disclosure  shall only be made after  consultation  with the
other party.

13. Notice

All  notices,  consents,  demands  and  requests  (in this  Section 0 called the
"Communication") required or permitted to be given under this Agreement shall be
in  writing  and may be  delivered  personally  sent by  telegram,  by  telex or
telecopier or other  electronic means or may be forwarded by first class prepaid
registered  mail to the  parties at their  addresses  first above  written.  Any
Communication  delivered personally or sent by telegram,  telex or telecopier or
other  electronic  means shall be deemed to have been given and  received on the
second business day next following the date of sending. Any Communication mailed
as  aforesaid  shall be  deemed to have been  given  and  received  on the fifth
business day following the date it is posted,  addressed to the parties at their
addresses  first above  written or to such other  address or addresses as either
party may from time to time specify by notice to the other;  provided,  however,
that if there shall be a mail  strike,  slowdown or other labour  dispute  which
might affect delivery of the Communication by mail, then the Communication shall
be effective only if actually delivered.

14. Further Assurances

Each of the parties to this  Agreement  shall from time to time and at all times
do all such further acts and execute and deliver all further deeds and documents
as shall be  reasonably  required  in order  fully to perform  and carry out the
terms of this Agreement.

15. Entire Agreement

The  parties  hereto  acknowledge  that they have  expressed  herein  the entire
understanding  and obligation of this  Agreement and it is expressly  understood
and agreed that no implied covenant,  condition,  term or reservation,  shall be
read into this  Agreement  relating  to or  concerning  any matter or  operation
provided for herein.

16. Proper Law and Arbitration

This Agreement will be governed by and construed in accordance  with the laws of
the Province of British Columbia and the laws of Canada applicable therein.  The
parties hereto hereby  irrevocably  attorn to the  jurisdiction of the Courts of
British  Columbia.  All  disputes  arising  out of or in  connection  with  this
Agreement,  or in respect of any defined legal relationship associated therewith
or derived  therefrom,  shall be  referred  to and  finally  resolved  by a sole
arbitrator  by  arbitration  under the rules of THE  ARBITRATION  ACT of British
Columbia.
<PAGE>
                                      -9-

17. Enurement

This  Agreement  will enure to the  benefit of and be binding  upon the  parties
hereto and their respective successors and permitted assigns.

18. After Acquired Properties

The  parties  covenant  and agree,  each with the other,  that any and all After
Acquired  Properties  shall be  subject  to the  terms  and  conditions  of this
Agreement and shall,  subject to the provisions  hereof, be added to and deemed,
for the purposes hereof,  to be included in the Claims. In this regard any costs
incurred by the Optionee in staking, locating,  recording or otherwise acquiring
any "After Acquired Properties" will be borne by the Optionee.  In circumstances
where the  Optionor  stake,  locate,  record or  otherwise  acquire  any  "After
Acquired  Properties"  they shall so notify the Optionee and,  provided that the
Optionee  reimburses the Optionor for all actual costs related  thereto,  as set
forth by the Optionor in writing,  such After Acquired Properties shall be added
to and deemed, for the purposes hereof, to be included in the Claims.

19. Default

Notwithstanding  anything  in this  Agreement  to the  contrary  if any party (a
"Defaulting  Party") is in default of any requirement herein set forth the party
affected by such  default  shall give  written  notice to the  Defaulting  Party
specifying the default and the Defaulting  Party shall not lose any rights under
this Agreement, unless thirty (30) days after the giving of notice of default by
the affected  party the  Defaulting  Party has failed to cure the default by the
appropriate  performance and if the Defaulting Party fails within such period to
cure any such default,  the affected  party shall be entitled to seek any remedy
it may have on account of such default including, without limiting,  termination
of this Agreement.

20. Technical Data

In circumstances  where this Agreement is terminated prior to the Exercise Date,
the Optionee  shall  deliver over to the Optionor all  technical  data and other
documents and information  then in its possession  respecting the Claims and the
Mineral Rights.

21. Payment

All references to monies hereunder shall be in Canadian funds.

22. Option Only

This is an option  only and except as herein  specifically  provided  otherwise,
nothing herein contained shall be construed as obligating the Optionee to do any
acts or make any payments hereunder,  and any act or acts or payment or payments
as shall be made hereunder  shall not be construed as obligating the Optionee to
do any further act or make any further payment or payments.
<PAGE>
                                      -10-


23. Supersedes Previous Agreements

This Agreement  supersedes and replaces all previous oral or written agreements,
memoranda,  correspondence  or other  communications  between the parties hereto
relating to the subject matter hereof.
<PAGE>
                                      -11-


IN  WITNESS  WHEREOF  the  Parties  hereto  have duly  executed  this  Agreement
effective as of the ____ day of _______________, 2010.

WIDESCOPE RESOURCES INC.


Per:
    ---------------------------------------
    Authorized Signatory


-------------------------------------------
DAVID BEILHARTZ
<PAGE>
                                  SCHEDULE "A"

                       CLAIMS LIST FOR BELL LAKE PROPERTY

Mining rights only Lot 11 con 5 Lorne Twp.

Pin  73395-0010  PCL 2217 SEC SWS MRO;  LT 11 CON 5 LORNE  EXCEPT THE ROW OF THE
ALGOMA BRANCH OF THE CANADIAN PACIFIC RAILWAY; GREATER SUDBURY

Not including quarry right for aggregate.

Not including surface rights

<PAGE>
                                  SCHEDULE "B"

              TO THAT OPTION AGREEMENT BETWEEN DAVID BEILHARTZ AND
             WIDESCOPE RESOURCES INC. DATED ____________ ____, 2010
                            (THE "OPTION AGREEMENT")


                               NET SMELTER ROYALTY
                              TERMS AND CONDITIONS

1. The Net  Smelter  Royalty  shall be equal  to 2.5% Net  Smelter  Returns  (as
hereinafter  defined) (subject to adjustment in accordance with section 5 of the
Option Agreement) from any mine in production or put into production as a result
of commencing commercial production on The Claims.

2. "Net Smelter Returns" means:

     (a)  the actual proceeds  received by the Optionee from any mint,  smelter,
          refinery or other purchaser from the sale of ores,  minerals,  mineral
          substances,  metals (including bullion) or concentrates  (collectively
          "Product") produced from the Claims and sold or proceeds received from
          an insurer in respect of Product,  after  deducting from such proceeds
          the following charges to the extent that they were not deducted by the
          purchaser in computing payments:

          (i)  smelting and refining charges;

          (ii) penalties, smelter assay costs and umpire assay costs;

          (iii)cost of freight  and  handling  of ores,  metals or  concentrates
               from  the  Claims  to  any  mint,  smelter,  refinery,  or  other
               purchaser;

          (iv) marketing costs;

          (v)  costs of insurance in respect of Product;

          (vi) customs duties,  severance tax, royalties,  ad valorem or mineral
               taxes or the like and export and import taxes or tariffs  payable
               in respect of the Product; and

     (b)  if the  Optionee is not the  operator  but holds a net smelter  return
          royalty,  the  same  as the net  smelter  return  royalty  held by the
          Optionee.

3. The Net Smelter Royalty will be:

     (a)  calculated and paid on a quarterly  basis within 45 days after the end
          of each quarter of the fiscal year for the mine (an "Operating Year"),
          based on the Net Smelter Returns for such quarter;
<PAGE>
                                      -2-


     (b)  each  payment  of  Net  Smelter  Royalty  will  be  accompanied  by an
          unaudited   statement   indicating  the  calculation  of  the  Royalty
          hereunder in  reasonable  detail and the Holder will  receive,  within
          three  months of the end of each  Operating  Year,  an annual  summary
          unaudited  statement  (an "Annual  Statement")  showing in  reasonable
          detail the calculation of the Royalty for the last completed Operating
          Year and showing all credits and deductions  added to or deducted from
          the amount due to the Holder;

     (c)  the holder (the "Holder") of the Net Smelter Royalty will have 45 days
          from the time of receipt  of the  Annual  Statement  to  question  the
          accuracy  thereof in writing and,  failing such objection,  the Annual
          Statement will be deemed to be correct and unimpeachable thereafter;

     (d)  if the Annual  Statement  is  questioned  by the  Holder,  and if such
          questions cannot be resolved between the Optionee and the Holder,  the
          Holder  will have 12 months  from the time of  receipt  of the  Annual
          Statement to have such audited, which will initially be at the expense
          of the Holder;

     (e)  the audited Annual  Statement will be final and  determinative  of the
          calculation  of the Royalty for the audited period and will be binding
          on the parties and any  overpayment of Royalty will be deducted by the
          Optionee  from the next  payment of Royalty  and any  underpayment  of
          Royalty will be paid forthwith by the Optionee;

     (f)  the  costs of the  audit  will be borne by the  Holder  if the  Annual
          Statement was accurate  within 1% or overstated the Royalty payable by
          greater  than 1% and will be borne by the  Optionee if such  statement
          understated the Royalty payable by greater than 1%. If the Optionee is
          obligated to pay for the audit it will forthwith  reimburse the Holder
          for any of the audit costs which it had paid;

     (g)  the Holder  will be  entitled to  examine,  on  reasonable  notice and
          during normal business hours, such books and records as are reasonably
          necessary  to verify  the  payment  of the  Royalty to it from time to
          time,  provided however that such  examination  shall not unreasonably
          interfere with or hinder the Optionee's operations or procedures; and

     (h)  if the  Optionee's  interest  in the  Claims is a Net  Smelter  Return
          royalty,  the Optionee's  accounting and reporting  obligations to the
          Holder under this  paragraph 3 will be limited to the delivery of such
          documentation as the Optionee receives from the operator of the Claims
          in respect of the payment by such  operator of Net Smelter  Returns to
          the Optionee.

4.  Notwithstanding  the provisions of section 3 hereof,  the Optionee shall pay
advances  on  account  of the Net  Smelter  Royalty  in the amount of $5,000 per
annum, payable semi-annually on August 1 and February 1 of each year, commencing
as of August 1, 2013,  which amounts when paid shall serve to reduce any amounts
otherwise payable under section 3 hereof.

5. The  determination  of the Royalty  hereunder  is based on the  premise  that
production  will be developed  solely from the Claims.  If the Claims and one or
more other  properties are  incorporated  in a single mining project and metals,
ores  or  concentrates  pertaining  to  each  are not  readily  segregated  on a
practical or equitable  basis,  the allocation of actual  proceeds  received and
<PAGE>
                                      -3-


deductions  therefrom will be negotiated between the parties and, if the parties
fail to agree on such allocation,  such will be referred to arbitration pursuant
to paragraph 5 of this Agreement.  In such  arbitration the arbitrator will make
reference to this Agreement and to practices used in mining  operations that are
of a similar nature.  The arbitrator will be entitled to retain such independent
mining  consultants  as he considers  necessary.  The decision of the arbitrator
will be final and binding on the parties.

6. Any matters in this Agreement which are to be settled by arbitration  will be
subject to the following:

     (a)  any  matter  required  or  permitted  to be  referred  to  arbitration
          pursuant to this Agreement  will be determined by a single  arbitrator
          to be appointed by the parties hereto;

     (b)  any party may refer any such matter to  arbitration  by written notice
          to the other and,  within 10 days after  receipt of such  notice,  the
          parties will agree on the appointment of an arbitrator. No person will
          be appointed as an arbitrator  hereunder  unless such person agrees in
          writing to act;

     (c)  if the  parties  cannot  agree on a single  arbitrator  as provided in
          subparagraph  (b),  either party may submit the matter to  arbitration
          (before a single arbitrator) in accordance with the ARBITRATION ACT of
          the Province of British Columbia (the "Act"); and

     (d)  except as  specifically  provided in this  paragraph,  an  arbitration
          hereunder will be conducted in accordance with the Act. The arbitrator
          will  fix a time and  place in  Vancouver,  British  Columbia  for the
          purpose of hearing the evidence and representations of the parties and
          he will preside over the  arbitration  and  determine all questions of
          procedure  not  provided for under such Act or this  paragraph.  After
          hearing any evidence and representations  that the parties may submit,
          the  arbitrator  will make an award and reduce the same to writing and
          deliver one copy thereof to each of the  parties.  The decision of the
          arbitrator will be made within 45 days after his appointment,  subject
          to any reasonable delay due to unforeseen  circumstances.  The expense
          of the arbitration will be paid as specified in the award. The parties
          agree  that  the  award of the  single  arbitrator  will be final  and
          binding upon each of them and will not be subject to appeal.

7. The holding of the Royalty will not confer upon the holder  thereof any legal
or beneficial  interest in the Claims.  The right to receive a percentage of Net
Smelter Returns as and when due is and will be deemed to be a contractual  right
only.  The right to receive a percentage of Net Smelter  Returns as and when due
will  not be  deemed  to  constitute  the  Holder  the  partner,  agent or legal
representative of the Optionee.

8. The Optionee may, if it is the operator of the Claims,  but will not be under
any duty to, engage in price  protection  (hedging) or speculative  transactions
such as futures contracts and commodity options in its sole discretion  covering
all or part of production from the Claims and, except in the case where Products
are  actually  delivered  and a sale  is  actually  consumed  under  such  price
protection or speculative transactions,  none of the revenues, costs, profits or
losses  from such  transaction  will be taken into  account in  calculating  Net
Smelter Returns or any interest therein;  provided however, that if the Optionee
delivers  Product  under a price  protection  or  speculative  program where the
<PAGE>
                                      -4-


proceeds derived therefrom are less than those that would have been received had
the  Product  been sold at the spot  price in  effect  at the time of sale,  the
Royalty payable to the Holder will be based on such spot price.

9. The Optionee  shall have a Right of First Refusal on the proposed sale by the
Holder of all or part of the Royalty as follows:

     (a)  if the Holder (in this paragraph called the "Offeror") intends to sell
          all or part of the Royalty (in this paragraph the  "Interest") it will
          first give notice in writing to the Optionee (in this paragraph called
          the  "Offeree")  of  such  intention   together  with  the  terms  and
          conditions on which the Offeror intends to sell the Interest;

     (b)  any  communication  of an intention to sell pursuant to this paragraph
          will be in writing  delivered in accordance  with  paragraph 13 hereof
          and will set out fully and clearly all of the terms and  conditions of
          any intended sale and such  communication will be deemed to constitute
          an offer  (the  "Offer")  by the  Offeror  to the  Offeree to sell the
          Interest  to the Offeree on the terms and  conditions  set out in such
          Offer;

     (c)  any Offer  made as  contemplated  in this  paragraph  will be open for
          acceptance  by the  Offeree  for a period  of 60 days from the date of
          receipt of the Offer by the Offeree;

     (d)  if  the  Offeree  accepts  the  Offer  within  the  time  provided  in
          subparagraph  (c), such acceptance will constitute a binding agreement
          of  purchase  and sale  between  the  Offeror  and the Offeree for the
          Interest on the terms and conditions set out in the Offer; and

     (e)  if the Offeree does not accept the Offer  within the time  prescribed,
          the Offeror  may  complete  the sale of the  Interest on the terms and
          conditions   set  out  in  the  Offer  or  on  terms  and   conditions
          substantially  similar to, but no more favourable  than, the terms and
          conditions set out in the Offer, within 90 days from the expiration of
          the right of the  Offeree  to accept  such Offer or the  Offeror  must
          again comply with the provisions of this paragraph.

10. The  operator  of the  Claims,  whether or not it is the  Optionee,  will be
entitled to:

     (a)  make all operational  decisions with respect to the methods and extent
          of mining and processing of ore, concentrate, dore, metal and products
          produced from the Claims;

     (b)  make all decisions relating to sales of such concentrate,  dore, metal
          and products produced; and

     (c)  make all  decisions  concerning  temporary or  long-term  cessation of
          operations.

11. All  capitalized  terms not otherwise  defined herein shall have the meaning
given to them in the Option  Agreement to which these Terms and Conditions  form
Schedule "B".