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                                                                    Exhibit 10.1

                                  MINING LEASE

Desert Pacific Exploration, Inc. (Lessor) leases to Bream Ventures Inc. (Lessee
or Bream) the unpatented lode mining claims attached as Exhibit "A", located in
portions of sections 2, 3 10, and 11 of T1N, R28E Mt. Diablo Base & Meridian in
Mineral County, Nevada (referred to as the Property), subject to the following
conditions:

RECITALS:

A.       "Effective Date" means April 9, 2001.

B.       "Lease Year" means each one (1) year period following the Effective
         Date and each anniversary of the Effective Date.

1.       WARRANTIES. The Lessor warrants that he is the owner of the unpatented
         lode mining claims more particularly described in Exhibit A and said
         claims are free from all liens and encumbrances.

2.       EXPLORATION AND DEVELOPMENT RIGHTS. Lessor will grant the Property to
         Lessee for the Lease period with the exclusive right to explore,
         develop and mine the Property for gold, silver and other valuable
         minerals.

3.       ASSUMPTION OF CLAIM MAINTENANCE. Under applicable Federal, State, and
         County laws and regulations, Federal, State, and County annual mining
         claim maintenance or rental fees are required to be paid for the
         unpatented mining claims which constitute all or part of the Property,
         beginning with the annual assessment work period of September 1, 2001
         to September 1, 2002. Bream shall timely and properly pay the Federal,
         State, and County annual mining claim maintenance or rental fees, and
         shall execute and record or file, as applicable, proof of payment of
         the Federal, State, and County annual mining claim maintenance or
         rental fees and of Lessor's intention to hold the unpatented mining
         claims which constitute the Property. If Bream does not terminate this
         Agreement before June 1 of any subsequent Lease Year, Bream will be
         obligated either to pay the Federal, State, and Local annual mining
         claim maintenance or rental fees for the Property due that year or to
         reimburse Lessor for same.

4.       AREA OF INTEREST. Any additional claims located or acquired by the
         Lessee within one (1) mile from the exterior boundaries of the mining
         claims described in Exhibit "A" shall become a part of the leased
         property and shall be subject to the terms of this lease as of the
         Effective Date.

5.       SCHEDULE OF PAYMENTS. The Lessee shall pay to the Lessor payments, as
         listed below.

                  a.       Pay Lessor US$5,000.00 upon execution of this lease.

                  b.       Pay Lessor US$10,000.00 on or before the first
                           anniversary of the execution of this lease.

                  c.       Pay Lessor US$10,000.00 on or before the second
                           anniversary of the execution of this lease.

                  d.       Pay Lessor US$10,000.00 on or before the third
                           anniversary of the execution of this lease.


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                  e.       Pay Lessor US$50,000.00 on or before the fourth
                           anniversary of the execution of this lease.

                  f.       Pay Lessor US$50,000.00 on every anniversary
                           thereafter.

                  Payments to be adjusted to annual changes in the consumer
                  price index (CPI) with 2001 as the base year. CPI payments
                  apply to payments beginning with the fifth anniversary.

5.       BUYOUT. Buyout price is US$3,000,000 (three million dollars) from which
         advance royalty payments, made up to the day of buyout, may be
         subtracted from the Buyout price. Lessee will pay Lessor a perpetual
         three quarter percent (0.75%) royalty on Net Smelter Returns (as
         defined below in Section 6. of this document) thereafter.

6.       DEFINITION OF NET SMELTER RETURNS. During the term of this Lease,
         Lessee shall pay to Lessor, as a land owner's Production Royalty, a
         percentage of the Net Smelter Returns (as defined below) from the sale
         of any Valuable Minerals, Ore, and Product mined and sold from the
         Property. "Net Smelter Returns" are defined as the gross revenues
         actually received by Lessee from the sales of any Valuable Minerals
         extracted and produced from the Property less the following charges:

                  a.       All costs to Lessee of weighing, sampling,
                           determining moisture content and packaging such
                           material and of loading and transporting it to the
                           point of sale, including insurance and in-transit
                           security costs.

                  b.       All smelter costs and all charges and penalties
                           imposed by the smelter, refinery or purchaser.

                  c.       Marketing costs and commissions.

                  d.       Not withstanding the foregoing, for purposes of
                           determining the royalty payable to Lessor on any gold
                           and/or silver produced from the Property, the price
                           attributed to such gold and/or silver shall be the
                           price per ounce of gold and/or silver on which the
                           royalty is to be paid (as the case may be) as quoted
                           on the London Metals Exchange at the PM fix on the
                           day prior to the date of final settlement from the
                           smelter, refinery or other buyer of the gold and/or
                           silver on which the royalty is to be paid (the
                           "Quoted Price"). For purposes of determining the
                           gross revenues, in the event the Lessee elects not to
                           sell any portion of the gold and/or silver mined from
                           the Property, but instead elects to have the final
                           product of any such gold and/or silver credited to be
                           held for its account with any smelter, refiner or
                           broker, such gold and/or silver shall be deemed to
                           have been sold at the Quoted Price on the day such
                           gold and/or silver is actually credited to or placed
                           in Lessee's account. The percentage for this
                           Production Royalty shall be four percent (4%).

                  e.       Lessors shall be paid the Production Royalty
                           quarterly by certified check by the Lessee.

7.       CONDITIONS OF TERMINATION BY LESSOR. This lease may be terminated at
         any time by the Lessor subject to the following:


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                  a.       If Lessee fails to meet the above lease payments,
                           Lessor must give written notice to Lessee of such
                           default. After receipt of default, Lessee has 15 days
                           to cure the default.

                  b.       If Lessee fails to make Federal, State, and County
                           maintenance payments or filing fees at least 15 days
                           prior to due date, Lessor shall notify Lessee of a
                           possible default. After 10 days, if the default is
                           not cured Lessor may initiate payment on the claims.
                           Lessee will be able to cure this default by
                           reimbursing all Federal, State and County payments
                           made by the Lessor + a 20% penalty within 30 days.

8.       CONDITIONS OF TERMINATION BY LESSEE. This Lease may be terminated at
         any time by the Lessee subject to the following:

                  a.       Lessee must give written notice 30 days prior to
                           relinquishing the leased property.

                  b.       In the event Lessee desires to terminate the
                           agreement after June 1 of any year, Lessee shall be
                           responsible for all Federal, State, and County
                           Maintenance and filing fees for the next assessment
                           year regarding the leased property.

                  c.       Lessee shall deliver to Lessors in reproducible form
                           all data generated or obtained for the leased
                           property, whether factual or interpretive as defined
                           in section 13.

                  d.       Lessee shall quitclaim to Lessors all claims located
                           or acquired by Lessee within the one (1) mile area of
                           interest described in Paragraph 4.

9.       RECLAMATION, COMPLIANCE WITH THE LAW. All exploration and development
         work performed by Lessee during the term of this Agreement shall
         conform with the applicable laws and regulations of the state in which
         the Property is situated and the United States of America. Lessee shall
         be fully responsible for compliance with all applicable Federal, State,
         and local reclamation statutes, regulations and ordinances relating to
         such work, at Lessee's cost, and Lessee shall indemnify and hold
         harmless Lessor from any and all claims, assessments, fines and actions
         arising from Lessee's failure to perform the foregoing obligations.
         Lessee's reclamation obligation shall survive termination of the
         Agreement. Lessor agrees to cooperate with Lessee in Lessee's
         application for governmental licenses, permits, and approvals, the
         costs of which shall be borne by Lessee. Lessee shall own all
         governmental licenses, permits, and approvals.

10.      LIENS. Lessee shall keep the property free from any and all liens and
         encumbrances.

11.      TRANSFER, ASSIGNMENT, RIGHT OF FIRST REFUSAL. Either party shall be
         free to assign its rights under the detailed agreement to an affiliate
         company. They also shall have the right to transfer all or part of
         their interest in the Agreement to a third party, but transfers to a
         third party shall be subject to a right of first refusal by the Lessor.
         Assignments permitted under this paragraph shall not be effective
         unless and until the permitted assignee agrees in writing in form and
         substance acceptable to the remaining party assuming all of the
         assigning party's obligations under this Lease Agreement. The party
         assigning interest in this lease shall notify the other party within 15
         days of such assignment and all parts of this agreement will remain in
         effect.

12.      LEASE TERM. The term of this lease is for fifteen (15) years, renewable
         for additional fifteen (15) years so long as conditions of the lease
         are met.


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13.      DATA AND REPORTS. Upon and after execution of the detailed agreement,
         Owner will make available to Lessee all technical data, survey notes or
         maps, samples, drilling results including drill logs and reports
         concerning the Property which Owner possesses, or to which it has
         access, or which it acquires in the future. Within 60 days after
         termination of the detailed agreement, Lessee shall return to Owner,
         all information of a nature similar to that described above and
         developed by Lessee during the term of the Lease Agreement. If
         requested by Owner not more than once in any 12 calendar months, Lessee
         shall submit to Owner, within 60 days of Lessee's receipt of such
         request, an annual progress report describing Lessee's work upon the
         Property, the results of such work, and the amounts expended by Lessee
         in furtherance thereof to the date of such report.

14.      NOTIFICATION TO LESSOR. All notices and payments from Lessee to Lessor
         shall be sent to:

                  Mr. Herb Duerr                    email: hduerr@bellsouth.net
                  5554 Old Bridge Road
                  West Palm Beach, FL 33415

         or any other person Lessor shall designate. If Lessor designates an
         alternative person to receive notices and payment, they shall provide
         written notice of such to Lessee. All lease payments shall be made in
         the form of a check payable to Mr. Herb Duerr.

15.      NOTIFICATION TO LESSEE. All notices from Lessor to Lessee shall be sent
         to:

                  Mr. Anthony England
                  Bream Ventures Inc.
                  5277 Marine Drive
                  West Vancouver, B.C. V7W 2P5
                  Canada

         or any other person Lessee shall designate. If Lessee designates an
         alternative person to receive notices, they shall provide written
         notice of such to Lessor.


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The parties have executed this Agreement effective as of the Effective Date.

                                               Desert Pacific Exploration, Inc.

                                               By /s/ Herb Duerr

                                               Title President



                                               BREAM VENTURES, INC.

                                               By /s/ Anthony England

                                               Title President



                                    EXHIBIT A
                             Description of Property

A.   Unpatented Lode Mining Claims


<TABLE>
<CAPTION>

         CLAIM NAMES                                 BLM SERIAL NUMBERS
         <S>                                         <C>
         Hound Dog 2                                 NMC # 763966
         Hound Dog 9                                 NMC # 763972
         Ule 19                                      NMC # 763991
         Panorama 5                                  NMC # 763994
         Panorama 6                                  NMC # 763995
         Panorama 7                                  NMC # 763996
         Vol 32                                      NMC # 763950
         Little Ule 8                                NMC # 763960
</TABLE>


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