Exhibit 10.1


    ASSET
      PURCHASE AGREEMENT

    


    THIS
      AGREEMENT dated
      the
15th
      day of FEBRUARY, 2006.

    


    BETWEEN:

    


    JAMES
      LAIRD 

    


    (the
      “Vendor”)

    


    OF
      THE FIRST PART

    


    AND:

    


    BLACKMONT
      RESOURCES INC.

    


    (the
      “Purchaser”)

    


    OF
      THE SECOND PART

    


    WHEREAS:

    


    A. The
      Vendor is the registered and beneficial owner of various mineral claims
      (hereinafter the “Claims”),
      collectively called OYSTER
      GOLD.
      The
      Claims of the Vendor are more particularly described in Schedule “A” attached
      hereto and forming part of this Agreement;

    


    B. The
      Vendor has agreed to sell and the Purchaser has agreed to purchase all of the
      Claims of the Vendor in accordance with the terms of this
      Agreement.

    


    NOW
      THEREFORE THIS AGREEMENT WITNESSES
      that in
      consideration of the terms and covenants herein and other good and valuable
      consideration, the receipt and sufficiency of which each party acknowledges,
      the
      parties hereto agree as follows:

    


    1.  PURCHASE
      AND SALE OF ASSETS

    


      

    


    
      	1.1        
 	Sale of Assets.
              Subject to the terms and conditions of this Agreement, the Vendor hereby
              sells, assigns and transfers to the Purchaser, and the Purchaser hereby
              purchases the Vendor’s Claims.


    

    
      	 	 


    

    
      	1.2          	
              Purchase
                Price.
                The purchase price payable by the Purchaser to the Vendor for the
                Vendor’s
                Claims is USD $5,000
                (the “Purchase
                Price”).
                If applicable, subject to a carried 3% Net Smelter Royalty as described
                in
                Appendix “A”.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	1.3       
                	
              Payment
                of the Purchase Price. The
                Purchase Price will be paid by the delivery of a
                cheque.

            


    

    
      	 	 


    

    
      	1.4          	Delivery of Claims. The
              Vendor delivers to the Purchaser, on execution hereof, all of the Claims
              unconditionally and free and clear of all liens, charges, or encumbrances,
              except where disclosed.


    

     

    2.  COVENANTS
      OF THE PARTIES

     

    
      	    	
               

            


      	2.1          	Covenants.
              The parties undertake to keep the information with respect to this
              Agreement, the terms herein, and any related, underlying or subsequent
              agreements (the “Information”)
              confidential and not to directly or indirectly disclose the Information
              at
              any time to any person or persons or use the Information for any purpose
              whatsoever.


    

     

    3.  REPRESENTATIONS
      OF THE VENDOR

     

    
      	        	
               

            


      	3.1        
 	Representations.
              The Vendor represents and warrants to the Purchaser as follows, with
              the
              intent that the Purchaser will rely on the representations in entering
              into this Agreement, and in concluding the purchase and sale contemplated
              by this Agreement:


    

     

     

    
      	 	
              (a)

            	
              Capacity
                to Sell.
                The Vendor is James Laird, having the power and capacity to own and
                dispose of the Claims, and to enter into this Agreement and carry
                out its
                terms to the full extent;

            


    

    


    
      	 	
              (b)

            	
              Authority
                to Sell.
                The execution and delivery of this Agreement, and the completion
                of the
                transaction contemplated by this Agreement has been duly and validly
                authorized by all necessary corporate action on the part of the Vendor,
                and this Agreement constitutes a legal, valid and binding obligation
                of
                the Vendor enforceable against the Vendor in accordance with its
                terms
                except as may be limited by laws of general application affecting
                the
                rights of creditors;

            


    

    


    
      	 	
              (c)

            	
              Sale
                Will Not Cause Default.
                Neither the execution and delivery of this Agreement, nor the completion
                of the purchase and sale contemplated by this Agreement
                will:

            


    

    


    
      	 	
              (i)

            	
              violate
                any of the terms and provisions of the constating documents or bylaws
                or
                articles of the Vendor, or any order, decree, statute, bylaw, regulation,
                covenant, restriction applicable to the Vendor or the
                Claims;

            


    

    


    
      	 	
              (ii)

            	
              give
                any person the right to terminate, cancel or otherwise deal with
                the
                Claims; or

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	 	
              (iii)

            	
              result
                in any fees, duties, taxes, assessments or other amounts relating
                to the
                Claims becoming due or payable other than tax payable by the Purchaser
                in
                connection with the purchase and
                sale;

            


    

    


    
      	 	
              (d)

            	
              Encumbrances.
                The Vendor owns and possesses and has a good marketable title to
                the
                Claims free and clear of all legal claims, mortgages, liens, charges,
                pledges, security interest, encumbrances or other claims, except
                where as
                disclosed;

            


    

    


    
      	 	
              (e)

            	
              Litigation.
                There is no litigation or administrative or governmental proceeding
                or
                inquiry pending or, to the knowledge of the Vendor, threatened against
                or
                relating to the Claims, nor does the Vendor know of or have reasonable
                grounds that there is any basis for any such action, proceeding or
                inquiry;

            


    

    


    
      	 	
              (f)

            	
              No
                Defaults.
                Except as otherwise expressly disclosed in this Agreement there has
                not
                been any default in any obligation to be performed under any of the
                Claims, which are in good standing and in full force and appropriate
                effect; and

            


    

    


    
      	 	
              (g)

            	
              Good
                Standing.
                Prior to closing this Agreement, the Vendor will maintain, as required,
                the Claims in good standing.

            


    

    


    4.  COVENANTS
      OF THE VENDOR

     

     

    
      	4.1          	
               Procure
                Consents.
                The Vendor will diligently and expeditiously take all reasonable
                steps
                requested by the Purchaser to obtain all necessary consents to effect
                the
                transfer of the Claims.

            


    

    
      	 	 


    

    
      	4.2           
              	Covenant of Indemnity.
              The Vendor will indemnify and hold harmless the Purchaser from and
              against:


    

     

    
      	 	
              (a)

            	
              any
                and all liabilities, whether accrued, absolute, contingent or otherwise,
                existing at closing and which are not agreed to be assumed by the
                Purchaser under this Agreement;

            


    

    


    
      	 	
              (b)

            	
              any
                and all losses, claims, damages and costs incurred or suffered by
                the
                Purchaser arising out of the breach or inaccuracy of any representation
                or
                warranty of the Vendor contained in this Agreement;
                and

            


    

    


    
      	 	
              (c)

            	
              any
                and all actions, suits, proceedings, demands, assessments, judgments,
                costs and legal and other expenses incident to any of the
                foregoing.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	4.3          	
              Execution
                of all necessary documents. The
                Vendor will execute all necessary documents including such assignments
                as
                the Purchaser may require to effect the transfer of all of the Claims,
                including but not limited to, internet contracts and internet
                names.

            


    

    


    5.  REPRESENTATIONS
      OF THE PURCHASER

     

    
      	5.1   
                    	
              Representations.
                The Purchaser represents and warrants to the Vendor as follows, with
                the
                intent that the Vendor will rely on these representations and warranties
                in entering into this Agreement, and in concluding the purchase and
                sale
                contemplated by this
                Agreement:

            


    

     

    
      	 	
              (a)

            	
              Status
                of Purchaser.
                The Purchaser is a corporation duly incorporated, validly existing
                and in
                good standing and has the power and capacity to enter into this Agreement
                and carry out its terms; and

            


    

    


    
      	 	
              (b)

            	
              Authority
                to Purchase.
                The execution and delivery of this Agreement and the completion of
                the
                transaction contemplated by this Agreement has been duly and validly
                authorized by all necessary corporate action on the part of the Purchaser,
                and this Agreement constitutes a legal, valid and binding obligation
                of
                the Purchaser enforceable against the Purchaser in accordance with
                its
                terms except as limited by laws of general application affecting
                the
                rights of creditors.

            


    

    


    6.  COVENANTS
      OF THE PURCHASER

    


    
      	6.1          	
              Consents.
                The Purchaser will at the request of the Vendor execute and deliver
                such
                applications for consent and such assumption agreements, and provide
                such
                information as may be necessary to obtain the consents referred to
                in
                paragraph 4.1 and will assist and cooperate with the Vendor in obtaining
                the consents.

            


    

    


    
      	6.2          	
              Execution
                of all necessary documents. The
                Purchaser will execute all necessary documents as the Vendor may
                require
                to effect the transfer of all of the
                Claims.

            


    

    


    7.  SURVIVAL
      OF REPRESENTATIONS AND COVENANTS

     

    
      	7.1          	
              Vendor's
                Representations and Covenants.
                All representations, covenants and agreements made by the Vendor
                in this
                Agreement or under this Agreement will, unless otherwise expressly
                stated,
                survive closing and any investigation at any time made by or on behalf
                of
                the Purchaser will continue in full force and effect for the benefit
                of
                the Purchaser.

            


      


      	7.2          	
              Purchaser’s
                Representations and Covenants.
                All representations, covenants and agreements made by the Purchaser
                in
                this Agreement or under this Agreement will, unless otherwise expressly
                stated, survive closing and any investigation at any time made by
                or on
                behalf of the Vendor and will continue in full force and effect for
                the
                benefit of the Vendor.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8.  LIABILITIES
      NOT ASSUMED

     

    
      	8.1          	
              Liabilities
                Not Assumed.
                The Purchaser will not assume any liabilities of the Vendor. The
                Purchaser
                will not be responsible for any liability of the Vendor, past, present
                or
                future, relating to the Claims, and the Vendor will indemnify and
                save
                harmless the Purchaser from and against any such
                claim.

            


    

     

    
      9.
        CONDITIONS
        PRECEDENT TO THE OBLIGATIONS OF THE
        PURCHASER

    

     

    
      	9.1          	
              Conditions.
                All obligations of the Purchaser under this Agreement are subject
                to the
                fulfillment of the following
                conditions:

            


    

     

    
      	 	
              (a)

            	
              Vendor's
                Representations.
                The Vendor’s representations contained in this Agreement will be
                true.

            


    

    


    
      	(b)         
               	
              Vendor’s
                Covenants.
                The Vendor will have performed and complied with all agreements,
                covenants
                and conditions as required by this
                Agreement.

            


    

    


    
      	(c)         
               	
              Consents.
                The Purchaser will have received duly executed copies of the consents
                or
                approvals referred to in paragraph
                4.1.

            


    

     

     

    
      	9.2          	
              Exclusive
                Benefit.
                The foregoing conditions are for the exclusive benefit of the Purchaser
                and any such condition may be waived in whole or in part by the Purchaser
                delivering to the Vendor a written waiver to that effect signed by
                the
                Purchaser.

            


    

     

    10.  CONDITIONS
      PRECEDENT TO THE OBLIGATIONS OF THE VENDOR

     

    
      	10.1         	
              Conditions.
                All obligations of the Vendor under this Agreement are subject to
                the
                fulfillment of the following
                conditions:

            


    

     

    
      	 	
              (a)

            	
              Purchaser's
                Representations.
                The Purchaser’s representations contained in this Agreement will be
                true.

            


    

    


    
      	 	
              (b)

            	
              Purchaser’s
                Covenants.
                The Purchaser will have performed and complied with all covenants,
                agreements and conditions as required by this
                Agreement.

            


    

    


    
      	 	
              (c)

            	
              Consents
                of Third Parties.
                All consents or approvals required to be obtained by the Vendor for
                the
                purpose of selling, assigning or transferring the Claims have been
                obtained, provided that this condition may only be relied upon by
                the
                Vendor if the Vendor has diligently exercised its best efforts to
                procure
                all such consents or approvals and the Purchaser has not waived the
                need
                for all such consents or approvals.

            


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	10.2        	
              Exclusive
                Benefit.
                The foregoing conditions are for the exclusive benefit of the Vendor
                and
                any such condition may be waived in whole or in part by the Vendor
                delivering to the Purchaser a written waiver to that effect signed
                by the
                Vendor.

            


    

     

    11.  GENERAL

    


    
      	
              11.1

            	
              Governing
                Law.
                This Agreement and each of the documents contemplated by or delivered
                under or in connection with this Agreement are governed exclusively
                by,
                and are to be enforced, construed and interpreted exclusively in
                accordance with the laws of British Columbia which will be deemed
                to be
                the proper law of the Agreement.

            


    

    


    
      	
              11.2

            	
              Professional
                Fees.
                Each of the parties will bear the fees and disbursements of their
                respective lawyers, advisers and consultants engaged by them respectively
                in connection with the transactions contemplated by this Agreement
                prior
                to the closing.

            


    

    


    
      	
              11.3

            	
              Assignment.
                No party will assign this Agreement, or any part of this Agreement,
                without the prior written consent of the other party. Any purported
                assignment without the required consent is not binding or enforceable
                against any party.

            


    

    


    
      	
              11.4

            	
              Enurement.
                This Agreement enures to the benefit of and binds the parties and
                their
                respective successors and permitted
                assigns.

            


    

    


    
      	
              11.5

            	
              Notice.
                All notices required or permitted to be given under this Agreement
                will be
                in writing and personally delivered to the address of the intended
                recipient set out on the first page of this Agreement or at such
                other
                address as may from time to time be notified by any of the parties
                in the
                manner provided in this Agreement.

            


    

    


    
      	
              11.6

            	
              Further
                Assurances.
                The parties will execute and deliver all further documents and take
                all
                further action reasonably necessary or appropriate to give effect
                to the
                provisions and intent of this Agreement and to complete the transactions
                contemplated by this Agreement.

            


    

    


    
      	
              11.7

            	
              Remedies
                Cumulative.
                The rights and remedies under this Agreement are cumulative and are
                in
                addition to and not in substitution for any other rights and remedies
                available at law or in equity or otherwise. Any party to this Agreement
                may terminate this Agreement if any other party is in breach of or
                defaults under any material term or condition of this Agreement or
                has
                made a material misrepresentation in this Agreement. No single or
                partial
                exercise by a party of any right or remedy precludes or otherwise
                affects
                the exercise of any other right or remedy to which that party may
                be
                entitled.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              11.8

            	
              Entire
                Agreement.
                This Agreement constitutes the entire agreement between the parties
                and
                there are no representations, express or implied, statutory or otherwise
                and no collateral agreements other than as expressly set out or referred
                to in this Agreement.

            


    

    


    
      	
              11.9

            	
              Headings.
                The division of this Agreement into sections and the insertion of
                headings
                are for convenience only and do not form part of this Agreement and
                will
                not be used to interpret, define or limit the scope, extent or intent
                of
                this Agreement.

            


    

    


    
      	
              11.10

            	
              Severability.
                Each provision of this Agreement is severable. If any provision of
                this
                Agreement is or becomes illegal, invalid or unenforceable, the illegality,
                invalidity or unenforceability of that provision will not affect
                the
                legality, validity or enforceability of the remaining provisions
                of this
                Agreement.

            


    

    


    
      	
              11.11

            	
              Schedules.
                The Schedules attached hereto form an integral part of this
                Agreement.

            


    

    


    
      	
              11.12

            	
              Time
                of the Essence.
                Time will be of the essence of this
                Agreement.

            


    

    


    
      	
              11.13

            	
              Counterparts.
                This Agreement and all documents contemplated by or delivered in
                connection with this Agreement may be executed and delivered by facsimile
                or original and in any number of counterparts, and each executed
                counterpart will be considered to be an original. All executed
                counterparts taken together will constitute one
                agreement.

            


    

    


    IN
      WITNESS WHEREOF
      the
      parties have duly executed this Agreement by their duly authorized officers
      effective the first day and year written above.

    


    


    VENDOR:
      JAMES LAIRD

    


    per: /s/
      James
      Laird

    
      
        

      

    
James Laird
    
 

    PURCHASER:
      Blackmont Resources Inc. 

    


    per: /s/
      Lorne
      Chomos 

    
      

    
Lorne Chomos 
     

    (Principal
      Executive Officer and Principal Accounting Officer)

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    SCHEDULE
      “A”

    


    


    THIS
      IS SCHEDULE “A”
      to the
      Asset Purchase Agreement.