EXHIBIT 4.5

                           ALB ACQUISITION AGREEMENT
                             DATED OCTOBER 20, 2006







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                            ROCHESTER RESOURCES LTD.
                               400-535 Howe Street
                                  Vancouver, BC
                                     V6C 2Z4

October 20, 2006

Each of the  Shareholders  of ALB Holdings
Listed on the Execution page of this Agreement
c/o ALB Holdings Ltd.
Suite 1305, 1090 Georgia St. W.
Vancouver, BC  V6E 3V7

Nick DeMare and Alfredo Parra Davila
as Principals of ALB Holdings Ltd.
c/o Suite 1090 West Georgia Street
Vancouver, BC  V6E 3V7

ALB Holdings Ltd.
Suite 1305, 1090 Georgia St. W.
Vancouver, BC  V6E 3V7

Dear Sirs:

RE:      ACQUISITION BY ROCHESTER  RESOURCES LTD.  ("ROCHESTER")  OF 100% OF THE
         ISSUED AND  OUTSTANDING  SHARES OF ALB HOLDINGS  LTD.  ("ALB") FROM THE
         SHAREHOLDERS OF ALB (THE "SHAREHOLDERS")

Rochester is the beneficial owner of 51% of the issued and outstanding shares in
the  capital  of Mina Real  Mexico  S.A.  de C.V.  ("Mina  Real") and ALB is the
beneficial owner of 49% of the issued and outstanding  shares of Mina Real. Mina
Real is the  beneficial  owner of a 100%  interest  in certain  exploration  and
mining  concessions (the  "Concessions")  situated in Nayarit,  Mexico,  as more
particularly described in Schedule "A" (the "Mina Real Concessions").  Rochester
acquired  its 51%  interest  in Mina  Real  pursuant  to the  terms of an option
agreement  dated  January 8, 2006 (the "Option  Agreement")  and a  facilitation
agreement dated June 20, 2006.

Rochester,  ALB, the Shareholders and the Principals now wish to enter into this
agreement to describe the terms and  conditions of the  acquisition by Rochester
from the Shareholders of all of the issued and outstanding shares of ALB.

In consideration of the mutual covenants  contained herein, the parties agree as
follows:

1.       DEFINITIONS

         (a)      "ACCREDITED  INVESTOR"  has the meaning  given to such term by
                  Rule 501(a) of Regulation D of the U.S. Securities Act;

         (b)      "ACQUISITION"  means the proposed  acquisition  of 100% of the
                  issued  and  outstanding  ALB  Shares  by  Rochester  from the
                  Shareholders in  consideration of the Purchase Price;

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         (c)      "ALB SHARES" means common shares in the capital of ALB;

         (d)      "AGREEMENT"  means this  Agreement  including the recitals and
                  schedules hereto, as amended and supplemented;


         (e)      "APPROVALS"  means any and all  approvals,  orders,  consents,
                  filings,  licences and permits required by any applicable law,
                  rule,   regulation,   order,  decree,  statute  or  otherwise,
                  including all  governmental,  court,  securities,  regulatory,
                  shareholder and stock exchange approvals;

         (f)      "CLOSING"  means the closing of the  purchase  and sale of the
                  ALB Shares on the Closing Date;

         (g)      "CLOSING DATE" means that date designated by Rochester and ALB
                  in connection with the Closing;

         (h)      "CMH  DEBT"   means  a  debt  in  the   aggregate   amount  of
                  US$2,000,000  owing to Compania Minera  Huajicara S.A. de C.V.
                  by Desarrollos Mineros de Occideute S.A. de C.V.;

         (i)      "CONCESSIONS" means the mining concessions that Mina Real owns
                  as more particularly described in Schedule "A" hereto;

         (j)      "CONSTATING  DOCUMENTS"  means  the  Notice of  Articles,  the
                  Articles  pursuant  to which a  corporation  is  incorporated,
                  organized, arranged, continued or amalgamated, as the case may
                  be, together with any amendments thereto,  any by-laws of such
                  corporation,  any special rights and  restrictions  associated
                  with any class of shares and any shareholders' agreement which
                  has been  executed by such  corporation  and which  governs in
                  whole or in part such corporation's affairs;

         (k)      "ENCUMBRANCES"  means  any and  all  claims,  liens,  security
                  interest,  mortgages,  pledges,  pre-emptive rights,  charges,
                  options,  equity  interests,  encumbrances,   proxies,  voting
                  agreements,  voting trusts,  leases,  tenancies,  easements or
                  other interests of any nature and kind  whatsoever,  howsoever
                  created;

         (l)      "GOVERNMENTAL AUTHORITY" means any federal, provincial, state,
                  municipal,     county    or    regional     governmental    or
                  quasi-governmental authority, domestic or foreign, and bureau,
                  board,  administrative  or other agency or regulatory  body or
                  instrumentality thereof;

         (m)      "MINA  REAL"  means  Mina Real  Mexico  S.A.  de C.V.,  a body
                  corporate subsisting under the laws of Mexico;

         (n)      "MINA REAL SHARES"  means common shares in the capital of Mina
                  Real;

         (o)      "PERSON OR  PERSON"  means an  individual,  a  partnership,  a
                  corporation,  a joint  venture,  a  trust,  an  unincorporated
                  association  or other  entity or  government  or any agency or
                  political subdivision thereof;

         (p)      "PARTIES" means ALB, Rochester and the Shareholders;



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         (q)      "PRINCIPALS" means Nick DeMare and Alfredo Parra Davila,  each
                  of who are Shareholders of ALB;

         (r)      "PURCHASE  PRICE"  means  an  aggregate  of up  to  10,500,000
                  Rochester Shares to be issued to the Shareholders on the basis
                  of 1.3625746 Rochester Shares for each ALB Share held, subject
                  to applicable  resale  restrictions  under securities laws and
                  the rules and policies of the TSXV;

         (s)      "REPRESENTATIVE" has the meaning given to that term in Section
                  16.1, and means initially Nick Demare, Director of ALB;

         (t)      "ROCHESTER  SHARES"  means  common  shares in the  capital  of
                  Rochester to be issued to the  Shareholders  as payment of the
                  Purchase Price;

         (u)      "SECURITIES LAWS" means the securities  legislation other than
                  the U.S.  Securities Act having  application,  the regulations
                  and rules thereunder and all administrative policy statements,
                  instruments,  blanket orders, notices,  directions and rulings
                  issued or  adopted  by the  applicable  securities  regulatory
                  authority, all as amended;

         (v)      "SHAREHOLDERS"  means the  holders  of 100% of the  issued and
                  outstanding shares of ALB as of the Closing Date;

         (w)      "ROYALTY  AGREEMENT" means a royalty agreement between ALB and
                  Minas de Vallarta  S.A.  whereby Minas de Vallarta is entitled
                  to  receive  a  1%  net  smelter   return   royalty  from  the
                  Concessions  which reduces to 1/2% after  US$500,000  has been
                  paid to Minas de Vallarta; and

         (x)      "TAXES"  means  all  income,  franchise,  business,  property,
                  sales,  use,  value  added,  withholding,   excise,  alternate
                  minimum  capital and other taxes  required to be reported upon
                  or  paid  to any  domestic  or  foreign  jurisdiction  and all
                  interest and penalties thereon.

         (y)      "TSXV" means the TSX Venture Exchange.

         (z)      "UNITED  STATES"  means  the  United  States of  America,  its
                  territories and  possessions,  any state of the United States,
                  and the District of Columbia;

         (aa)     "U.S.  PERSON" means a U.S.  Person as that term is defined in
                  Rule  902(k) of  Regulation  S, and  includes  (i) any natural
                  person  resident in the United States and (ii) any partnership
                  or corporation organized or incorporated under the laws of the
                  United States, among other persons specified in such Rule;

         (bb)     "U.S.  PURCHASER" means (a) any person purchasing the Units in
                  the United States,  (b) any person  purchasing Units on behalf
                  of any  person  in the  United  States,  (c) any  person  that
                  receives or received an offer of the Units while in the United
                  States, and (d) any person that is in the United States at the
                  time such  person's  buy  order was made or this  subscription
                  agreement was executed or delivered; and

         (cc)     "U.S.  SECURITIES ACT" means the United States  Securities Act
                  of 1933, as amended.



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 2.      LIST OF SCHEDULES

         Schedule "A" - Mina Real Concessions
         Schedule "B" - Liabilities of ALB
         Schedule "C" - Liabilities of Mina Real
         Schedule "D" - Representations and Warranties of the Principals
         Schedule "E" - Representations and Warranties of Rochester
         Schedule "F" - U.S. Accredited Investor Shareholder Letter
         Schedule "G" - U.S. Non-accredited Investor Shareholder Letter

3.       THE ACQUISITION

3.1      Relying upon the representations  and warranties herein contained,  and
         subject to the terms and conditions hereof, at the Closing, and subject
         to the terms and conditions of this Agreement,  each Shareholder agrees
         to  sell,  on his own  behalf  and not on  behalf  of any of the  other
         Shareholder,  his ALB Shares to Rochester,  and  Rochester  agrees with
         each Shareholders to purchase all of his ALB Shares on the Closing Date
         in exchange for the Purchase Price.

3.2      The  parties  acknowledge  and agree that some or all of the  Rochester
         Shares  may  be  subject  to  resale   restrictions   under  applicable
         Securities Laws and the TSXV.

3.3      The  Purchase  Price  will  be  delivered  to  the  Shareholders  at or
         immediately following Closing as provided in Section 14.3.

4.       REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

4.1      Each Shareholder  represents and warrants on a several basis to ALB and
         Rochester  as  of  the  date  hereof  and  at  the  Closing  that  such
         Shareholder:


         (a)      owns of record and at the Closing will own its ALB Shares free
                  and clear of all  Encumbrances,  and at the Closing  will have
                  the full and lawful right and authority to sell its ALB Shares
                  to Rochester and upon payment of the Purchase Price, Rochester
                  will own such ALB Shares free and clear of all Encumbrances;

         (b)      acknowledges  that the  issuance of  Rochester  Shares will be
                  made pursuant to  appropriate  exemptions  (the  "Exemptions")
                  from   the   registration   and   prospectus   or   equivalent
                  requirements   of   Securities   Laws  of  all   jurisdictions
                  applicable to such issuance and the U.S. Securities Act;

         (c)      acknowledges  that the  Rochester  Shares  may be  subject  to
                  certain trade restrictions and escrow requirements (the "Trade
                  Restrictions")  imposed by operation of applicable  Securities
                  Laws or the TSXV, as  applicable,  and by the U.S.  Securities
                  Act;

         (d)      agrees that each U.S. Purchaser who is an Accredited  Investor
                  shall  complete  and  execute  a  U.S.   Accredited   Investor
                  Shareholder Letter in the form attached hereto as Schedule F.

         (e)      agrees  that  each  U.S.  Purchaser  who is not an  Accredited
                  Investor  shall  complete  and  execute a U.S.  Non-accredited
                  Investor  Shareholder  Letter in the form  attached  hereto as
                  Schedule "G".


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         (f)      unless such  Shareholder  has completed and delivered the U.S.
                  Shareholder Letter attached as either Schedule "F" or Schedule
                  "G"  hereto  (in  which   case  the   Shareholders   make  the
                  representations,   warranties  and  covenants  therein),  such
                  Shareholder acknowledges, represents and warrants that:

                  (i)      the Rochester Shares will be offered and sold only in
                           offshore  transactions in accordance with Rule 903 of
                           Regulation  S  ("Regulation  S"  means  Regulation  S
                           adopted by the  Securities  and  Exchange  Commission
                           under the U.S. Securities Act);

                  (ii)     the offer to purchase  its ALB Shares was not made to
                           such  Shareholder  when  either it or any  beneficial
                           purchaser for whom it is acting,  if applicable,  was
                           in the United States;

                  (iii)    it is not a U.S.  Person  and is not  purchasing  the
                           applicable  Rochester  Shares  on  behalf  of a  U.S.
                           Person or a person in the United States;

                  (iv)     at the time this  Agreement is executed and delivered
                           by such Shareholder,  it and any beneficial purchaser
                           for whom it is acting, if applicable, was outside the
                           United States;

                  (v)      it or any beneficial purchaser for whom it is acting,
                           if applicable,  has no intention to distribute either
                           directly or indirectly any of the Rochester Shares in
                           the United States, except in compliance with the U.S.
                           Securities Act; and

                  (vi)     acknowledges  that because of the Trade  Restrictions
                           imposed by operation of applicable  Securities  Laws,
                           the  certificates  representing  the Rochester Shares
                           will  bear  such   legends  as  may  be  required  by
                           applicable  Securities  Laws  and  by the  rules  and
                           policies of the TSXV.

5.       ADDITIONAL ACKNOWLEDGEMENTS AND AGREEMENTS OF THE SHAREHOLDERS

5.1      Each of the  Shareholders  acknowledges and agrees that the Acquisition
         is subject to a number of conditions  precedent  which may be satisfied
         or waived by ALB, the Principals and Rochester described herein,  based
         upon the Power of Attorney granted to the representative in Section 16.

5.2      From the date of execution of this  Agreement  until  completion of the
         transactions  contemplated herein or the earlier termination hereof, no
         Shareholder  will  enter  into  any  agreement  for the  sale,  option,
         transfer,  encumbrance  or other  disposition of all or any part of its
         ALB Shares.

6.       REPRESENTATIONS AND WARRANTIES OF THE PRINCIPALS

6.1      Each of the Principals jointly and severally makes the  representations
         and warranties described in Schedule "D" hereof.

7.       REPRESENTATIONS AND WARRANTIES OF ROCHESTER

7.1      Rochester  makes  the  representations  and  warranties   described  in
         Schedule "E" hereof.

8.       INDEMNITY AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES

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8.1      SHAREHOLDERS TO INDEMNIFY  ROCHESTER.  Each of the  Shareholders  shall
         from and after Closing, severally indemnify and save harmless Rochester
         from and against all losses,  judgments,  liabilities,  claims, damages
         and  expenses  arising  out of or with  respect to or  relating  to any
         representation  or warranty of such Shareholder  contained herein being
         untrue or  incorrect;  provided  however  that  Rochester  shall not be
         entitled to any indemnity  hereunder  unless  written notice of a claim
         for  indemnity  and the  reasons for which the  indemnity  is sought is
         provided to such  Shareholder  before the  expiration of two years from
         the Closing Date. This section shall survive the Closing.

8.2      PRINCIPALS TO INDEMNIFY ROCHESTER.  The Principals shall from and after
         Closing,  jointly and severally  indemnify and save harmless  Rochester
         from and against all losses,  judgments,  liabilities,  claims, damages
         and  expenses  arising  out of or with  respect to or  relating  to any
         representation  or warranty of ALB or the Principals  contained  herein
         being untrue or incorrect; provided however that Rochester shall not be
         entitled to any indemnity  hereunder  unless  written notice of a claim
         for  indemnity  and the  reasons for which the  indemnity  is sought is
         provided to the Principals  before the expiration of two years from the
         Closing Date. This section shall survive the Closing.

8.3      ROCHESTER TO INDEMNIFY THE SHAREHOLDERS. Rochester shall from and after
         the Closing,  indemnify  and save  harmless the  Shareholders  from and
         against  all  losses,  judgments,   liabilities,  claims,  damages  and
         expenses  arising  out  of or  with  respect  to  or  relating  to  any
         representation  or warranty of Rochester  contained herein being untrue
         or  incorrect;  provided  however that ALB shall not be entitled to any
         indemnity  hereunder unless written notice of a claim for indemnity and
         the reasons for which the  indemnity is sought is provided to Rochester
         before the  expiration of two years from the Closing Date.  The section
         shall survive the Closing.

8.4      SURVIVAL OF REPRESENTATIONS  AND WARRANTIES.  The  representations  and
         warranties  made by any  party to this  Agreement  herein  or  pursuant
         hereto,  including any statements contained in any certificate or other
         instrument  delivered  by or on behalf of any  party  pursuant  to this
         Agreement,  shall not merge and shall  survive  the  completion  of the
         transactions  contemplated  hereunder  regardless  of  any  independent
         investigations that any other party may have made at any time.

9.       COVENANTS

9.1      COVENANTS OF THE  PRINCIPALS  AND ALB. The  Principals and ALB covenant
         and agree with Rochester as follows:

         (a)      until  the  Closing  Date,  they will  afford,  or cause to be
                  afforded,  to  Rochester  and to their  accountants,  counsel,
                  financial  advisors  and other  representatives,  full  access
                  during normal  business hours to the  Concessions  and the ALB
                  and Mina Real books, contracts, commitments and records in its
                  possession  or to which it has access  and to allow  Rochester
                  and such  representatives  to perform a diligent  and complete
                  examination of the Concessions and of ALB and Mina Real during
                  such period as Rochester may reasonably request;

         (b)      until the Closing  Date,  they will not and shall  ensure that
                  ALB and  Minal  Real  shall  not take or permit to be taken or
                  suffer any action  which  would in any way impair or  derogate
                  from the right of Rochester to acquire on the Closing Date all
                  right, title and interest, both real and beneficial, in and to
                  the ALB Shares or affect any of the  interest  of ALB in or to
                  the Mina  Real  Shares,  or  would  render  inaccurate  in any
                  material way any of the  representations  and  warranties  set
                  forth  in  Schedule  "D"  as  if  such   representations


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                  and  warranties  were made at a date  subsequent  to such act,
                  transaction  or  negotiation,   unless  such   transaction  or
                  negotiation is entered into with the consent of Rochester;

         (c)      on  Closing  ALB  will  execute  and  deliver  or  cause to be
                  executed  and  delivered to  Rochester  any and all  documents
                  necessary  to  approve,  transfer,  assign  and convey the ALB
                  Shares free and clear of all  Encumbrances to Rochester (or as
                  otherwise directed by Rochester), in accordance with the terms
                  of this Agreement;

         (d)      each of the  Principals  and  ALB  will  in  good  faith  make
                  reasonable  efforts to cause all the covenants and  conditions
                  precedent on its part to be performed,  to be complied with on
                  or before the Closing Date;

         (e)      as soon as reasonably  possible after any of the Principals or
                  ALB has determined  that a state of facts exists which results
                  in or will result in the non-fulfilment of any of the material
                  covenants or conditions  precedent,  ALB will notify Rochester
                  of such state of facts; and

         (f)      the  Principals  and ALB will  indemnify  and  save  Rochester
                  harmless  from and  against any and all  liabilities,  losses,
                  claims,  damages  incurred or suffered by  Rochester by reason
                  of,  resulting  from,  in  connection  with, or arising in any
                  manner out of the failure by the  Principals or ALB to observe
                  or  perform  its  covenants  and  agreements  set  out in this
                  Section 9.1.

9.2      COVENANTS OF THE ROCHESTER. Rochester covenants and agrees with ALB and
         the Shareholders as follows:

         (a)      until the Closing Date,  Rochester will not perform any act or
                  enter into any transaction or negotiation  which interferes or
                  is  inconsistent  with  the  completion  of  the  transactions
                  contemplated herein or would render inaccurate in any material
                  way any of the  representations  and  warranties  set forth in
                  Schedule "D" as if such  representations  and warranties  were
                  made  at  a  date  subsequent  to  such  act,  transaction  or
                  negotiation,  unless such  transactions  or  negotiations  are
                  entered into with the consent of ALB;

         (b)      forthwith  after  execution  and  delivery of this  Agreement,
                  Rochester  will take such steps and  proceedings in good faith
                  as may be reasonably required to obtain all Approvals required
                  for Rochester to complete the transactions contemplated herein
                  and to carry out the obligations of Rochester thereunder;

         (c)      until the Closing Date,  Rochester shall not take or permit to
                  be  taken  or  suffer   any   actions   which   would   render
                  unaccountable  in any material way any of the  representations
                  and   warranties   set  forth  in  Schedule  "E"  as  if  such
                  representations  and warranties were made at a date subsequent
                  to such act,  transaction  or  negotiation,  unless  such act,
                  transaction or negotiation is entered into with the consent of
                  ALB;

         (d)      on the Closing Date  Rochester  will,  subject to the terms of
                  this Agreement, deliver to ALB share certificates representing
                  the  Purchase  Price  duly  registered  in  the  names  of the
                  Shareholders or their designated  nominees,  as fully paid and
                  non-assessable shares, free and clear of all Encumbrances;

         (e)      Rochester  will,  subject to receipt of  consents  to act from
                  Nick De Mare and  Davila,  cause  Mina  Real to  appoint  such
                  persons to the Board of Directors of Rochester.



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         (f)      Rochester will in good faith make reasonable  efforts to cause
                  all of the covenants and the conditions  precedent on its part
                  to be performed,  to be complied with on or before the Closing
                  Date;

         (g)      as soon as reasonably  possible after Rochester has determined
                  that a state of facts exists  which  results in or will result
                  in the  non-fulfilment  of any of the  covenants  and material
                  conditions precedent , Rochester will notify ALB of such state
                  of facts;

         (h)      Rochester  will  indemnify  and  save  ALB  harmless  from and
                  against  any  and all  liabilities,  losses,  claims,  damages
                  incurred or suffered by ALB by reason of,  resulting  from, in
                  connection  with,  or arising in any manner out of the failure
                  by  Rochester  to  observe  or  perform  its   covenants   and
                  agreements set out in this Section 9.2.

10.      GENERAL CONDITIONS PRECEDENT.

10.1     The respective obligations of the parties to consummate the Acquisition
         is subject to the  satisfaction,  on or before the Closing Date, of the
         following  conditions which may be released or waived by mutual consent
         of Rochester, the Principals, ALB and the Shareholders, or as otherwise
         provided hereunder:

         (a)      there  shall not be in force any order or decree of a court of
                  competent   jurisdiction   or   any   Governmental   Authority
                  restraining, interfering with or enjoining the consummation of
                  the transactions contemplated herein;

         (b)      all Approvals  required for the completion of the transactions
                  contemplated  herein shall have been obtained or received from
                  the Persons having jurisdiction in the circumstances including
                  the TSXV's final acceptance to the Acquisition; and

         (c)      this Agreement  shall not have been  terminated  under Section
                  15.

11.      CONDITIONS PRECEDENT IN FAVOUR OF ROCHESTER

         Rochester's  obligation to complete the  Acquisition  is subject to the
         following   conditions   precedent  which  are  to  be  satisfied,   as
         applicable, on or before the Closing:

         (a)      Rochester  having  obtained  the  consent or  approval  of any
                  parties from whom consent to the Acquisition is required;

         (b)      Rochester and its counsel having satisfied themselves with the
                  results of the  searches  and other due  diligence  reviews in
                  respect  of ALB,  Minal Real and the  Concessions  and that is
                  otherwise  reasonable  or  customary  in  a  transaction  of a
                  similar nature;

         (c)      the   representations   and   warranties   of   each   of  the
                  Shareholders,  the Principals and ALB contained  herein and in
                  the U.S.  Shareholders Letters will be true and correct in all
                  material respects at and as of the Closing;

         (d)      all  covenants,  agreements and  obligations  hereunder on the
                  part  of  the  Shareholders,  the  Principals  and  ALB  to be
                  performed  or  complied  with  at  or  prior  to  the  Closing
                  contained herein will have been performed and complied with in
                  all material respects; and



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         (e)      100%  of the  ALB  Shares  shall  have  been  tendered  by the
                  Shareholders for the Acquisition.

         The  conditions  set  forth in this  Section  11 are for the  exclusive
         benefit of Rochester and may be unilaterally waived by Rochester to the
         extent permitted by applicable laws or regulatory requirements in whole
         or in part at any time.

12.      CONDITIONS PRECEDENT IN FAVOUR OF ALB AND THE SHAREHOLDERS

         The respective obligations of the Principals,  ALB and the Shareholders
         to complete the  Acquisition  are subject to the  following  conditions
         precedent  which are to be satisfied,  as applicable,  on or before the
         Closing, or such earlier date as may be indicated:

         (a)      ALB and their counsel  having had a reasonable  opportunity to
                  perform  and  satisfy  themselves  with  the  results  of  the
                  searches and other due diligence  reasonable or customary in a
                  transaction of a similar nature to that contemplated herein;

         (b)      the  representations  and  warranties  of Rochester  contained
                  herein  will be true and correct in all  material  respects at
                  and as of the Closing;

         (c)      all  covenants,  agreements and  obligations  hereunder on the
                  part of Rochester to be performed or complied with at or prior
                  to the Closing  contained  herein will have been performed and
                  complied with in all material respects;

         The  conditions  set  forth in this  Section  12 are for the  exclusive
         benefit  of  the  Principals,  ALB  and  the  Shareholders  and  may be
         unilaterally  waived by the  Principals,  the  Shareholders  and ALB in
         whole or in part at any time, or as otherwise provided hereunder.

13.      CLOSING

13.1     The Closing  shall take place at the offices of Axium Law  Corporation,
         Barristers & Solicitors,  Suite 3350 - 1055 Dunsmuir Street, Vancouver,
         British  Columbia at 10:00 a.m.  local time in  Vancouver,  B.C. on the
         Closing  Date. In the event that the  Acquisition  has not closed on or
         before December 31, 2006, Rochester or ALB may terminate this Agreement
         by notice in writing to the other parties and it shall be of no further
         force and effect.

14.      CLOSING DELIVERIES

14.1     On or before the Closing  Date,  Rochester  shall deliver to ALB or the
         Representative (on behalf of the Shareholders) the following documents:

         (a)      share  certificates   representing  the  Rochester  Shares  in
                  payment of the Purchase  Price  registered in the names of the
                  Shareholders;

         (b)      evidence that Rochester has satisfied,  released or waived all
                  conditions   precedent  in  the  Letter  of  Intent  and  this
                  Agreement; and

         (c)      such other materials that are required,  in the opinion of ALB
                  and the Representative (on behalf of the Shareholders), acting
                  reasonably, required to be delivered by Rochester in order for
                  it to have met its obligations under this Agreement.


                                     - 9 -
<PAGE>


14.2     On or before the Closing Date, each of the  Shareholders  shall deliver
         to Rochester or to ALB or the  Representative for delivery to Rochester
         at Closing, the following documents:

         (a)      share  certificates  representing  100% of the ALB Shares duly
                  executed for transfer by the Shareholders to Rochester and, if
                  requested by Rochester, a share certificate  representing 100%
                  of the ALB Shares registered in the name of Rochester;

         (b)      evidence that the Principals,  ALB and the Representative,  as
                  applicable, have satisfied,  released or waived all conditions
                  precedent in this Agreement;

         (c)      an executed copy of this Agreement by each of the Shareholders
                  together with the applicable U.S.  Shareholder Letter attached
                  as either Schedule "F" or "G";

         (d)      ALB will cause Nick DeMare and Davila to table for delivery to
                  Rochester  an  executed  consent  to  act  as  a  director  of
                  Rochester; and

         (e)      such other  materials  that are in the  opinion of  Rochester,
                  acting   reasonably,   required   to  be   delivered   by  the
                  Shareholders  in order for them to have met their  obligations
                  under this Agreement.

14.3     Immediately  following  Closing,  ALB will cause to be delivered to the
         Representative   for  further  delivery  to  the  Shareholders,   share
         certificates representing their Rochester Shares (which are not subject
         to escrow  conditions)  and copies of share  certificates  representing
         such  Rochester  Shares and a letter from the escrow  agent  confirming
         that it holds the  Rochester  Shares  which are  subject to  applicable
         escrow requirements in the names of the Shareholders.

15.      TERMINATION

15.1     Unless  otherwise  agreed in writing by Rochester and the  Shareholders
         (or  Representatives  on behalf of the  Shareholders),  this  Agreement
         shall terminate without further notice or agreement in the event that:

         (a)      the  conditions  precedent  set out in Sections  10, 11 and 12
                  hereof are not satisfied,  released or waived on or before the
                  Closing; or

         (b)      the Closing  Date has not  occurred on or before  December 31,
                  2006,  or such  later  date as may be  approved  in writing by
                  Rochester, the Principals and ALB.

16.      POWER OF ATTORNEY

16.1     Each Shareholder hereby irrevocably nominates, constitutes and appoints
         Nick  Demare  (the  "Representative")  as  his,  her or its  agent  and
         attorney-in-fact  to act on his,  her or its behalf with full power and
         authority in his, her or its name, place and stead to deliver:

         (a)      all  certificates,  documents and agreements  representing the
                  ALB Shares to Rochester;

         (b)      execute and deliver a stock power or agreement to transfer the
                  ALB Shares to Rochester;

         (c)      execute and deliver all such further documents and instruments
                  and do all such  acts and  things  as any  party  may,  either
                  before or after  Closing  in order  that the full  intent  and
                  meaning of this Agreement is carried out;



                                     - 10 -
<PAGE>


         (d)      give and receive  communications  and directions in connection
                  with this Agreement;

         (e)      extend the date of Closing;

         (f)      to waiver any condition precedent contained in Sections 10 and
                  12 of this Agreement.

         (g)      take all actions  necessary or  appropriate in the judgment of
                  the  Representative  for the  accomplishment of the foregoing,
                  including   without   limitation  the  right  to  resolve  any
                  disagreements or disputes,  and to exercise such rights, power
                  and authority as are incidental thereto; and

         (h)      this power of attorney shall terminate upon the termination of
                  this Agreement.

16.2     In the event Nick Demare is unavailable to act as Representative,  then
         such  person  as is then  designated  by a  majority  of the  board  of
         directors of ALB, as then  constituted  is  authorized  and directed to
         take such action on behalf of each  Shareholder  and to  exercise  such
         rights, power and authority as are authorized, delegated and granted to
         the Representative under this Agreement.

16.3     Each  Shareholder  agrees  to be  bound  by the  actions  taken  by the
         Representative  pursuant to this power of attorney in  accordance  with
         the terms hereof and hereby  waives any and all  defences  which may be
         available to the Shareholder to contest, negate or disaffirm the action
         of the Representative taken under this power of attorney.

16.4     The  Representative  and  ALB,  its  directors,   officers,  employees,
         advisors  and  agents,  shall not be liable for any act done or omitted
         hereunder as attorney for a Shareholder.  Each Shareholder  indemnifies
         the Representative,  ALB, its directors,  officers, employees, advisors
         and agents,  and holds them  harmless  against any loss,  liability  or
         expense  arising  out of, or in  connection  with,  any  actions  taken
         pursuant to this power of attorney.

17.      INDEPENDENT LEGAL ADVICE

17.1     Each of the parties to this Agreement  acknowledge and agree that Axium
         Law  Corporation  ("Axium")  has acted as counsel only to Rochester and
         that  Axium  is  not   protecting  the  rights  and  interests  of  the
         Shareholders.  The  Shareholders  acknowledge  and agree that they have
         each been given them the opportunity to seek  independent  legal advice
         with respect to the subject matter of this Agreement and, further,  the
         Shareholders  hereby  represent and warrant to Rochester that they have
         sought independent legal advice or waive such advice.

18.      GENERAL

18.1     This  Agreement  will enure to the  benefit of and be binding  upon the
         Parties hereto and their respective heirs,  executors,  administrators,
         successors and permitted assigns. This Agreement may not be assigned by
         any Party without the prior written consent of the others.

18.2     This  Agreement  may be  executed by fax and in  counterparts,  each of
         which will be deemed to be an original  and all of which will  together
         constitute one and the same instrument. Delivery of a copy by facsimile
         or other electronic means will be deemed to be delivery of an original.

18.3     This  Agreement  is  intended  to be a binding  agreement  between  the
         Parties subject to the terms and conditions hereof.



                                     - 11 -
<PAGE>


18.4     Time is of the essence of this Agreement.

18.5     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.

18.6     If any provision of this Agreement is invalid, illegal, or incapable of
         being enforced by reason of any rule of law or public policy, then such
         provision will be severed from and will not affect any other  provision
         of this Agreement. Upon such determination,  the Parties will negotiate
         in good faith to modify  such terms or  provisions  so as to affect the
         original  intent of the Parties as closely as possible in an acceptable
         manner  to the  end  that  the  transactions  contemplated  hereby  are
         fulfilled to the fullest extent possible.  All other provisions of this
         Agreement  will,  nevertheless,  remain in full force and effect and no
         provision will be deemed  dependent upon any other provision  unless so
         expressed.

18.7     This Agreement  constitutes  the entire  agreement among the parties in
         respect of the matters herein.

18.8     No  alteration,  amendment,  modification  or  interpretation  of  this
         Agreement  or any  provision  of it shall be valid and binding upon the
         parties  hereto unless such  alterations,  amendment,  modification  or
         interpretation is in written form.

18.9     Any payment  notice,  request,  demand and other  communications  to be
         given under this  Agreement  shall be in writing and shall be delivered
         by hand, email or by fax to the parties as follows:

                  To:   ALB or the Shareholders:

                  ALB Holdings Ltd. or
                  the Shareholders
                  Suite 1305, 1090 Georgia St. W.
                  Vancouver, BC  V6E 3V7
                  Fax:  604 683-1585
                  Email: ndemare@chasemgt.com

                  To:   Rochester :

                  Rochester Resource Corporation
                  400-535 Howe Street
                  Vancouver, BC
                  V6C 2Z4
                  Fax:  604 688-3348
                  Email: dgood@rochesterresourcesltd.com

If you agree to the  above  terms,  kindly  sign two  copies  of this  Agreement
signifying  your approval and acceptance and return one fully executed letter to
the writer at your earliest  convenience.  Upon  acceptance this offer becomes a
binding agreement subject to its terms.



                                     - 12 -
<PAGE>





Yours truly,

ALB HOLDINGS LTD


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


Agreed to and accepted this 20TH day of October, 2006


ROCHESTER RESOURCES LTD.


Per:     /s/ DOUGLAS GOOD
    ----------------------------------
      Authorized Signatory


On behalf of the Principals:

/s/ NICK DEMARE
--------------------------------------
NICK DEMARE


/s/ ALFREDO PARRA DAVILA
--------------------------------------
ALFREDO PARRA DAVILA





                                     - 13 -
<PAGE>



Each of the  undersigned  Shareholder  hereby agrees to the foregoing  terms and
conditions of this Agreement dated October _____, 2006.



----------------------------------         -------------------------------------
Signature/Name:                                     Number of ALB Shares



REGISTRATION INSTRUCTIONS:                  DELIVERY INSTRUCTIONS:



----------------------------------         -------------------------------------
Name                                        Name


----------------------------------         -------------------------------------
Account reference, if applicable            Account reference, if applicable


----------------------------------         -------------------------------------
Address                                     Contact Name


----------------------------------         -------------------------------------
                                            Address


----------------------------------         -------------------------------------
                                            Telephone Number


----------------------------------         -------------------------------------
                                            Facsimile Number





                                     - 14 -
<PAGE>








                                  SCHEDULE "A"


                              MINA REAL CONCESSIONS
                                   CONCESSIONS


--------------------------------------------------------------------------------
CONCESSION NAME         CONCESSION TYPE       TITLE NUMBER      ACRES (HECTARES)
--------------------------------------------------------------------------------

LA CRUZ                   Exploration         220101              2,266.76
TAJOS CUATES              Exploration         213209                120.57
TOMMINI                   Exploration         Pending               495.00
TOMMINI II                Exploration         Pending               495.00
--------------------------------------------------------------------------------
TOTAL                     N/A                 N/A                  3387.33
--------------------------------------------------------------------------------

All concessions lie within the INEGI topographic sheets F13 D32 (Santa Maria del
Oro) and F13D42 (Ixlan del Rio).







                                     - 15 -
<PAGE>


                                  SCHEDULE "B"



ALB LIABILITIES

Limited to the CMH Debt







                                     - 16 -
<PAGE>



                                  SCHEDULE "C"



MINA REAL LIABILITIES

Limited to those  liabilities  arising from capital and  operating  expenditures
approved by  Rochester  and  incurred  in the normal  course of business by Mina
Real.





                                     - 17 -
<PAGE>



                                  SCHEDULE "D"

            REPRESENTATIONS AND WARRANTIES OF ALB AND THE PRINCIPALS
                REPRESENTATIONS AND WARRANTIES OF THE PRINCIPALS

REPRESENTATION  AND  WARRANTIES  OF ALB  AND  THE  PRINCIPALS.  Each  of ALB the
Principals hereby jointly and severally represents and warrants to Rochester, as
representations  and  warranties  that are true at the  date  hereof  and on the
Closing  Date,  and  acknowledges  that  Rochester  is  relying  on  each of the
following  representations  and warranties in entering into this Agreement that:

         (a)      STATUS - ALB is a corporate duly organized,  validly  existing
                  and is in good  standing  with  all of its  corporate  filings
                  required under the laws of its incorporating jurisdiction and:

                  (i)      is in  good  standing  and  up-to-date  with  all its
                           corporate  filings  required  under  the  laws of its
                           incorporating jurisdiction; and

                  (ii)     does   not   have   any   subsidiaries   and  has  no
                           participation in any company,  limited partnership or
                           sole proprietorship other than Mina Real.

         (b)      CAPACITY - ALB has all  requisite  power and capacity to carry
                  on its  business  now  carried  on by it and to  own,  have or
                  acquire the assets or  interests  now owned or leased by it or
                  proposed to be acquired by it and to execute and deliver  this
                  Agreement,  to  carry  out the  transactions  to which it is a
                  party and to duly  observe and perform all its  covenants  set
                  out herein;

         (c)      AUTHORITY - upon the execution and delivery of this  Agreement
                  by ALB this Agreement  constitutes a legal,  valid and binding
                  obligation of ALB,  enforceable against ALB in accordance with
                  its  terms  subject,   as  to   enforcement,   to  bankruptcy,
                  insolvency,  reorganization  and other similar laws of general
                  applicability  relating to or affecting  creditors' rights and
                  to the availability of equitable remedies;

         (d)      NO  AUTHORIZATIONS  - except  as  otherwise  provided  in this
                  Agreement, no Approval of any Governmental Authority or filing
                  by ALB,  Mina Real or any other  party  with any  Governmental
                  Authority is required in order for ALB:

                  (i)      to duly perform and observe the terms and  provisions
                           of this Agreement;

                  (ii)     to  execute  and  deliver  all  other  documents  and
                           instruments  to be delivered by each of them pursuant
                           to this Agreement; and

                  (iii)    to render this Agreement  legal,  valid,  binding and
                           enforceable  as against  ALB in  accordance  with its
                           terms;

         (e)      NO  DEFAULT/APPROVALS  - neither the execution and delivery of
                  this Agreement nor the due  observance and  performance by ALB
                  of its obligations contemplated herein shall:

                  (i)      conflict with or result in a breach of or violate any
                           of  the  terms,   conditions  or  provisions  of  the
                           Constating   Documents   of  ALB  or  Mina  Real  any
                           agreement to which ALB or Mina Real are bound;



                                     - 18 -
<PAGE>


                  (ii)     result in a breach or  violation  by ALB or Mina Real
                           of any of the terms,  conditions or provisions of any
                           law, judgment, order, injunction, decree or ruling to
                           which either of them is subject; or

                  (iii)    give any  other  Person  any  right  of  termination,
                           cancellation,   acceleration   in   respect   of,  or
                           constitute a material  breach of or material  default
                           under,   any  material   agreement,   instrument   or
                           commitment to which ALB or Mina Real is a party or by
                           which the Concessions are bound or affected;

         (f)      ACTS OF  BANKRUPTCY - Neither ALB nor Mina Real is  insolvent,
                  has  proposed a compromise  or  arrangement  to its  creditors
                  generally,  has  taken  any  proceedings  with  respect  to  a
                  compromise or  arrangement,  has taken any  proceeding to have
                  itself declared bankrupt or wound-up, has taken any proceeding
                  to have a receiver  appointed of any part of its assets and at
                  present,  no encumbrancer or receiver has taken  possession of
                  any  of  its   property   and  no  execution  or  distress  is
                  enforceable or levied upon any of its property and no petition
                  for a receiving order in bankruptcy is filed against it;

         (g)      COMPLIANCE   WITH  LAWS  -  ALB  is  not  in  default  of  any
                  requirement  under any  applicable  corporate,  securities  or
                  taxation laws or other laws to which it is subject which would
                  result  in  a  material   adverse   effect  on  the  business,
                  operations or financial condition of Rochester as a whole

         (h)      PERMITS AND LICENCES - ALB holds all licences and permits that
                  are  required  for  carrying on its  business in the manner in
                  which  such  business  will need to be carried on in order for
                  ALB  and  Mina  Real  to  meet  its  obligations   under  this
                  Agreement;

         (i)      ORGANIZATION OF ALB -

                  (i)      ALB has an  unlimited  authorized  capital  of  which
                           7,706,000  ALB Shares (the  "Issued ALB  Shares") are
                           issued and outstanding and registered in the names of
                           the Shareholders as set out in the signature pages of
                           this Agreement;

                  (ii)     All of the Issued ALB Shares are all  validly  issued
                           and  outstanding  as fully  paid  and  non-assessable
                           shares;

                  (iii)    no  Person   has  any   right,   present  or  future,
                           contingent  or absolute,  to require ALB to issue any
                           shares in its capital and, in  particular,  there are
                           no   outstanding   securities   of  ALB   which   are
                           convertible  into  shares in the  capital  of ALB and
                           there  are no  outstanding  options  on or  rights to
                           subscribe  for  any of  the  unissued  shares  in the
                           capital of ALB;

         (j)      CONCESSIONS -

                  (i)      Mina  Real   legally   and   beneficially   owns  the
                           Concessions in accordance  with  applicable  laws and
                           Approvals in Mexico;

                  (ii)     Schedule "A" sets forth a true and  complete  list of
                           all   mining   concessions   forming   part   of  the
                           Concessions or an up to date title report  concerning
                           the statutes of the concessions.



                                     - 19 -
<PAGE>


                  (iii)    the  transactions  contemplated  by this Agreement do
                           not  constitute  a default  by Mina Real under any of
                           the  Concessions  and no  consents or  Approvals  are
                           required  from any  Governmental  Authority  or other
                           third   party  with   respect  to  the   transactions
                           contemplated hereunder;

                  (iv)     neither  ALB  nor  Mina  Real  or any  associated  or
                           affiliated  person is bound to any third  party  with
                           respect to any other options to purchase, or granting
                           any preferential  rights to the acquisition of any of
                           the Concessions other than Rochester;

                  (v)      the Concessions have been duly acquired by or granted
                           to Mina Real and no  interest  in or right to acquire
                           the Concessions  has been  transferred by ALB or Mina
                           Real or any  associated  or  affiliated  person other
                           than Rochester;

                  (vi)     to  the  best  of  ALB's  knowledge,  Mina  Real  has
                           fulfilled  all  obligations  to  acquire  100% of the
                           Concessions  other than the  payment of the CHM Debt]
                           such Concessions are duly registered with the Mexican
                           Mining  Bureau and Mina Real has not given  cause for
                           the   forfeiture   of  the   Concessions   under  the
                           aforementioned law and the indicated mining titles;

                  (vii)    to the best of ALB's knowledge,  there is no legal or
                           illegal   occupation  by  third  parties  within  the
                           surficial area of any of the Concessions;

                  (viii)   no third party has any type of rights to occupy,  own
                           or acquire the Concessions as lessee or otherwise;

                  (ix)     no third  party is  entitled to a royalty of any kind
                           in respect of the Concessions  except pursuant to the
                           Royalty Agreement; and

                  (x)      to  the  knowledge  of  ALB,  there  are  no  matters
                           affecting the right,  title and interest of Mina Real
                           in and  to the  Concessions  which  would  materially
                           impair the  ability  of Mina Real to conduct  mineral
                           exploration, exploitation and/or production thereon;

         (k)      STATUS AND CAPACITY OF MINA REAL - Mina Real is a  corporation
                  duly  registered  and validly in existence in accordance  with
                  the laws of its incorporating jurisdiction, and:

                  (i)      is in  good  standing  and  up-to-date  with  all its
                           corporate  filings  required  under  the  laws of its
                           incorporating jurisdiction;

                  (ii)     has the corporate  power and capacity to carry on the
                           business  now  carried on by it and to own,  lease or
                           acquire the assets or  interests  in assets now owned
                           or leased by it or proposed to be acquired by it;

                  (iii)    is  duly  qualified  to  carry  on  business  in each
                           jurisdiction  in  Mexico  which  the  conduct  of its
                           business   or  the   ownership   or  leasing  of  its
                           Concessions  and  assets  makes  such   qualification
                           necessary;

                  (iv)     is  not  in  default  of any  requirement  under  any
                           applicable corporate,  securities or taxation laws or
                           other laws to which it is subject  which would result
                           in a material adverse effect on the Concessions,  its
                           business,  operations  or  financial  condition  as a
                           whole; and



                                     - 20 -
<PAGE>


                  (v)      does   not   have   any   subsidiaries   and  has  no
                           participation in any company,  limited partnership or
                           sole proprietorship;

         (l)      ORGANIZATION OF MINA REAL -

                  (i)      Mina Real has a minimum  fixed  capital  of  $100,000
                           Mexican  Pesos of  which  100 Mina  Real  Shares  are
                           issued and outstanding;

                  (ii)     49 Mina Real Shares are beneficially owned by ALB and
                           registered as follows:

                           ALB         48 Mina Real Shares
                           Davila       1 Mina Real Shares

                  (iii)    Rochester  is the  registered  owner of 40 Mina  Real
                           Shares  and  beneficially  owns 11 Mina  Real  Shares
                           which are in the  process of being  transferred  from
                           ALB;

                  (iv)     the Mina  Real  Shares  are all  validly  issued  and
                           outstanding as fully paid and  non-assessable  shares
                           and are free and  clear of all  Encumbrances  and are
                           shares with a right to vote;

                  (v)      no  Person   has  any   right,   present  or  future,
                           contingent or absolute, to require Mina Real to issue
                           any share in its capital  and, in  particular,  there
                           are no outstanding  securities of Mina Real which are
                           convertible  into  shares in the capital of Mina Real
                           and there are no outstanding  options on or rights to
                           subscribe  for  any of  the  unissued  shares  in the
                           capital of Mina Real, or any  agreements,  options or
                           understandings   capable  of   becoming   options  or
                           agreements to purchase the Mina Real Shares;

                  (vi)     on the  Closing  Date,  no Person  other  than ALB or
                           Davila  will  have any right of any kind or nature to
                           vote the Mina Real Shares owned by ALB; and

                  (vii)    on the Closing Date,  ALB shall have the complete and
                           absolute right to sell, to transfer and to cede legal
                           and  beneficial  title to the  Mina  Real  Shares  to
                           Rochester,  without  the  existence  of  preferential
                           rights  or   acquisition   options   created  by  the
                           Constating  Documents  or  other  agreements  of Mina
                           Real;

         (m)      NO  FINDERS  FEES - ALB and Mina  Real have not  incurred  any
                  liability for broker's or finder's fees of any kind whatsoever
                  with respect to this Agreement or any transaction contemplated
                  under this Agreement;

         (n)      NO LITIGATION - to ALB and Mina Real's knowledge,  there is no
                  public  or  private  litigation,  arbitration,  proceeding  or
                  governmental investigation pending or threatened involving ALB
                  or Mina Real which may, if  adversely  determined,  materially
                  and adversely affect ALB or Mina Real; and

         (o)      FINANCIAL STATUS OF ALB AND MINA REAL -

                  (i)      the financial  records of ALB and Mina Real are true,
                           correct and  complete in all  material  respects  and
                           accurately   and  fairly   represent   the  financial
                           condition of




                                     - 21 -
<PAGE>




                           ALB and Mina  Real as of the  date of this  Agreement
                           and have been provided to Rochester;

                  (ii)     ALB has no  outstanding  liabilities  or debts of any
                           nature or kind whether  direct,  indirect,  absolute,
                           contingent  or  otherwise   except  as  described  in
                           Schedule "B"

                  (iii)    Mina Real has no outstanding  liabilities or debts of
                           any  nature  or  kind   whether   direct,   indirect,
                           absolute, contingent or otherwise except as described
                           in Schedule "C";

         (p)      TAX  LIABILITIES - all Tax returns and reports of ALB and Mina
                  Real  required  by law to have been  filed have been filed and
                  are substantially true, complete and correct and all Taxes and
                  other  government  charges  of any  kind  whatsoever  and  any
                  penalties, charges and interest in respect of the foregoing of
                  ALB and Mina Real have been paid or accrued  in the  financial
                  statements attached to Schedule "G";

         (q)      ENVIRONMENTAL   MATTERS  -  To  the  best  of  ALB's  and  the
                  Principals' knowledge,  information and belief,  conditions on
                  and relating to the  Concessions  and operations  conducted by
                  ALB  thereon  are in  compliance  with  all  applicable  laws,
                  regulations or orders relating to  environmental  matters.  To
                  the best of ALB's and the Principal's  knowledge,  information
                  and  belief,  there are no  outstanding  orders or  directions
                  relating to environmental matters requiring any work, repairs,
                  construction  or  capital  expenditures  with  respect  to the
                  Concessions and the conduct of operations related thereto,  it
                  has not received any notice of the same and it is not aware of
                  any basis on which any such order or direction could be made.




                                     - 22 -
<PAGE>



                                  SCHEDULE "E"


                   REPRESENTATIONS AND WARRANTIES OF ROCHESTER

Rochester represents and warrants to ALB, as representations and warranties that
are true at the date hereof, and acknowledges that ALB and Davila are relying on
each of the following  representations and warranties in entering this Agreement
that:

         (a)      STATUS - Rochester is a corporation  duly  organized,  validly
                  existing  and is in good  standing  with all of its  corporate
                  filings   required   under  the  laws  of  its   incorporating
                  jurisdiction  and  is a  "reporting  issuer"  and  is  not  in
                  material  default  of its  continuous  disclosure  obligations
                  under the securities laws of the Provinces of British Columbia
                  and Alberta and:

                  (i)      is in  good  standing  and  up-to-date  with  all its
                           corporate  filings  required  under  the  laws of its
                           incorporating jurisdiction; and

                  (ii)     does   not   have   any   subsidiaries   and  has  no
                           participation in any company,  limited partnership or
                           sole proprietorship other than Rochester.

         (b)      CAPACITY - Rochester  has all  requisite  corporate  power and
                  capacity to carry on its  business now carried on by it and to
                  own,  have or  acquire  the assets or  interests  now owned or
                  leased by it or  proposed  to be acquired by it and to execute
                  and deliver this Agreement,  to carry out the  transactions to
                  which it is a party and to duly  observe  and  perform all its
                  covenants set out herein;

         (c)      AUTHORITY - the  execution  and delivery of this  Agreement by
                  Rochester,  this  Agreement  constitutes  a legal,  valid  and
                  binding  obligation  of  Rochester  enforceable  against it in
                  accordance  with its  terms  subject,  as to  enforcement,  to
                  bankruptcy, insolvency,  reorganization and other similar laws
                  of general  applicability  relating to or affecting creditors'
                  rights and to the availability of equitable remedies;

         (d)      NO  AUTHORIZATIONS  - except for the requirement to obtain the
                  consent of the TSX-V required by the TSX-V to the transactions
                  contemplated  by this  Agreement or as  otherwise  provided in
                  this Agreement,  no Approval of any Governmental  Authority or
                  filing by Rochester  or any other party with any  Governmental
                  Authority, is required in order for Rochester:

                  (i)      to duly perform and observe the terms and  provisions
                           of this Agreement;

                  (ii)     to  execute  and  deliver  all  other  documents  and
                           instruments to be delivered by Rochester  pursuant to
                           this Agreement; and


                  (iii)    to render this Agreement  legal,  valid,  binding and
                           enforceable as against  Rochester in accordance  with
                           its terms;


         (e)      NO  DEFAULT/APPROVALS  - neither the execution and delivery of
                  this  Agreement  nor the due  observance  and  performance  by
                  Rochester of its obligations contemplated herein shall:



                                     - 23 -
<PAGE>


                  (i)      conflict with or result in a breach of or violate any
                           of  the  terms,   conditions  or  provisions  of  the
                           Constating Documents of Rochester or any agreement to
                           which Rochester is bound;

                  (ii)     result in a breach or  violation  by Rochester of any
                           of the terms,  conditions  or  provisions of any law,
                           judgment, order, injunction,  decree, ruling or award
                           to which Rochester is subject; or

                  (iii)    give any  other  Person  any  right  of  termination,
                           cancellation,   acceleration   in   respect   of,  or
                           constitute a material  breach of or material  default
                           under,   any  material   agreement,   instrument   or
                           commitment to which  Rochester is a party or by which
                           its properties are bound or affected;

         (f)      ACTS OF  BANKRUPTCY  -  Rochester  is not  insolvent,  has not
                  proposed  a  compromise  or   arrangement   to  its  creditors
                  generally,  has not taken any  proceedings  with  respect to a
                  compromise  or  arrangement,  has not taken any  proceeding to
                  have itself declared  bankrupt or wound-up,  has not taken any
                  proceeding  to have a  receiver  appointed  of any part of its
                  assets and at present,  no  encumbrancer or receiver has taken
                  possession of any of its property and no execution or distress
                  is  enforceable  or  levied  upon any of its  property  and no
                  petition for a receiving  order in bankruptcy is filed against
                  it;

         (g)      COMPLIANCE  WITH LAWS -  Rochester  is not in  default  of any
                  requirement  under any  applicable  corporate,  securities  or
                  taxation laws or other laws to which it is subject which would
                  result  in  a  material   adverse   effect  on  the  business,
                  operations or financial condition of Rochester as a whole

         (h)      PERMITS  AND  LICENCES  -  Rochester  holds all  licences  and
                  permits  that are required for carrying on its business in the
                  manner in which  such  business  will need to be carried on in
                  order  for  Rochester  to  meet  its  obligations  under  this
                  Agreement;

         (i)      ISSUANCE OF THE ROCHESTER  SHARES. - upon their issuance,  the
                  Rochester Shares will be validly issued and outstanding  fully
                  paid and non-assessable  common shares of Rochester registered
                  as  directed  by  the  Shareholders,  free  and  clear  of all
                  Encumbrances;

         (j)      DISCLOSURE  DOCUMENTS - all disclosure  documents of Rochester
                  filed under the  securities  laws of the  Provinces of British
                  Columbia and Alberta including,  but not limited to, financial
                  statements,  prospectuses,  offering memorandums,  information
                  circulars,    material    change   reports   and   shareholder
                  communications  contain no untrue statement of a material fact
                  as at the date  thereof  nor do they omit to state a  material
                  fact which,  at the date  thereof,  was  required to have been
                  stated or was  necessary to prevent a statement  that was made
                  from being false or misleading in the  circumstances  in which
                  it was made;

         (k)      NO FINDERS FEES - Rochester has not incurred any liability for
                  broker's or finder's fees of any kind  whatsoever with respect
                  to this Agreement or any transaction  contemplated  under this
                  Agreement; and

         (l)      NO LITIGATION - to Rochester's  knowledge,  there is no public
                  or private litigation, arbitration, proceeding or governmental
                  investigation pending or threatened involving any of Rochester
                  or any of its  subsidiary  companies  which may, if  adversely
                  determined, materially and adversely affect Rochester;


                                     - 24 -
<PAGE>



         (m)      FINANCIAL  STATEMENTS - the audited  financial  statements  of
                  Rochester  for its  fiscal  year  ended  May 31,  2006 and the
                  unaudited   financial   statements   of   Rochester   for  the
                  three-month  period ended August 31, 2006  (collectively,  the
                  "Rochester Financial  Statements"),  copies of which have been
                  filed   publicly   with  the  British   Columbia  and  Alberta
                  Securities  Commissions  and are available on SEDAR,  are true
                  and correct in every  material  respect and present fairly and
                  accurately   the   financial   position  and  results  of  the
                  operations  of  Rochester  for the periods  then ended and the
                  Rochester   Financial   Statements   have  been   prepared  in
                  accordance  with  Canadian   generally   accepted   accounting
                  principles applied on a consistent basis;

         (n)      MATERIAL  LIABILITIES - there are no material  liabilities  of
                  Rochester, whether direct, indirect,  absolute,  contingent or
                  otherwise,  which  are  not  disclosed  or  reflected  in  the
                  Rochester  Financial  Statements  except those incurred in the
                  ordinary course of business of Rochester since August 31, 2006
                  and such  liabilities are recorded in the books and records of
                  Rochester; and

         (o)      TAX  LIABILITIES  - all tax returns  and reports of  Rochester
                  required  by law to have been  filed  have been  filed and are
                  substantially  true,  complete  and correct and all Taxes have
                  been paid or accrued in the Rochester Financial Statements.



                                     - 25 -
<PAGE>



                                  SCHEDULE "F"


                             U.S. SHAREHOLDER LETTER
                             (FOR U.S. PERSONS ONLY)


                               ACCREDITED INVESTOR



Rochester Resources Ltd.
400-535 Howe Street
Vancouver, BC
V6C 2Z4


Dear Sirs:

         In  connection  with  the  acquisition  by  Rochester   Resources  Ltd.
("Rochester" or the "Company") of 100% of the issued and  outstanding  shares of
ALB Holdings Ltd. ("ALB") by way of share exchange,  and in consideration of the
common shares of Rochester (the "Securities") tendered in exchange for all of my
shares of common stock of ALB, I confirm and agree as follows:

         (a)      I am authorized to acquire the Securities;

         (b)      I understand that the Securities have not been and will not be
registered  under the United  States  Securities  Act of 1933,  as amended  (the
"Securities  Act"), or applicable  state  securities  laws, that the issuance of
Securities  contemplated  hereby is being  made to  "accredited  investors"  (as
defined in paragraph (c) below) in reliance on a private placement exemption;

         (c)      I am an "accredited  investor"  within the meaning of Rule 501
under the Securities Act and am acquiring the Securities for my own account,  or
for one or more  investor  accounts  for which I am acting as fiduciary or agent
and each such investor  account is an "accredited  investor," and satisfy one or
more of the categories of "accredited investor" indicated below (THE UNDERSIGNED
MUST INITIAL THE APPROPRIATE LINE(S)):

                   Category 1.      A bank, as defined in Section 3(a)(2) of the
         ---------                  U.S.  Securities Act,  whether acting in its
                                    individual or fiduciary capacity; or

                   Category 2.      A  savings  and  loan  association  or other
         ---------                  institution as defined in Section 3(a)(5)(A)
                                    of the U.S.  Securities Act,  whether acting
                                    in its individual or fiduciary capacity; or

                   Category 3.      A broker or dealer  registered  pursuant  to
         ---------                  Section 15 of the United  States  SECURITIES
                                    EXCHANGE ACT OF 1934; or

                   Category 4.      An  insurance  company as defined in Section
         ---------                  2(13) of the U.S. Securities Act; or



                                     - 26 -
<PAGE>



                   Category 5.      An investment  company  registered under the
         ---------                  United  States  INVESTMENT  COMPANY  ACT  OF
                                    1940; or

                   Category 6.      A business development company as defined in
         ---------                  Section   2(a)(48)  of  the  United   States
                                    INVESTMENT COMPANY ACT OF 1940; or

                   Category 7.      A small business investment company licensed
         ---------                  by the U.S.  Small  Business  Administration
                                    under  Section  301 (c) or (d) of the United
                                    States  SMALL  BUSINESS  INVESTMENT  ACT  OF
                                    1958; or

                   Category 8.      A  plan  established  and  maintained  by  a
         ---------                  state,  its  political  subdivisions  or any
                                    agency or  instrumentality of a state or its
                                    political  subdivisions,  for the benefit of
                                    its  employees,  with total assets in excess
                                    of U.S. $5,000,000; or

                   Category 9.      An employee  benefit plan within the meaning
         ---------                  of the  United  States  EMPLOYEE  RETIREMENT
                                    INCOME  SECURITY  ACT OF 1974 in  which  the
                                    investment   decision  is  made  by  a  plan
                                    fiduciary,  as defined  in Section  3(21) of
                                    such Act,  which is  either a bank,  savings
                                    and loan  association,  insurance company or
                                    registered   investment   adviser,   or   an
                                    employee  benefit  plan with total assets in
                                    excess   of  U.S.   $5,000,000   or,   if  a
                                    self-directed    plan,    with    investment
                                    decisions  made  solely by  persons  who are
                                    accredited investors; or

                   Category 10.     A private  business  development  company as
         ---------                  defined in Section  202(a)(22) of the United
                                    States INVESTMENT ADVISERS ACT OF 1940; or

                   Category 11.     An   organization   described   in   Section
         ---------                  501(c)(3)  of  the  United  States  INTERNAL
                                    REVENUE CODE, a corporation, a Massachusetts
                                    or similar business trust, or a partnership,
                                    not  formed  for  the  specific  purpose  of
                                    acquiring the securities offered, with total
                                    assets in excess of U.S. $5,000,000; or

                   Category 12.     Any  director  or  executive  officer of the
         ---------                  Corporation; or

                   Category 13.     A natural person whose individual net worth,
         ---------                  or  joint  net  worth  with  that   person's
                                    spouse,   at   the   date   hereof   exceeds
                                    U.S.$1,000,000; or

                   Category 14.     A  natural  person  who  had  an  individual
         ---------                  income in excess of  U.S.$200,000 in each of
                                    the two most  recent  years or joint  income
                                    with  that  person's  spouse  in  excess  of
                                    U.S.$300,000  in each of those years and has
                                    a  reasonable  expectation  of reaching  the
                                    same income level in the current year; or

                   Category 15.     A trust,  with  total  assets  in  excess of
         ---------                  U.S.$5,000,000,  not formed for the specific
                                    purpose of acquiring the securities offered,
                                    whose    purchase    is    directed   by   a
                                    sophisticated  person as  described  in Rule
                                    506(b)(2)(ii) under the U.S. Securities Act;
                                    or

                   Category 16.     Any entity in which all of the equity owners
         ---------                  meet the requirements of at least one of the
                                    above categories;


                                     - 27 -
<PAGE>


         (d)      I agree that if I decide to offer, sell or otherwise  transfer
or pledge all or any part of the Securities, I will not offer, sell or otherwise
transfer or pledge any of such  Securities  (other than pursuant to an effective
registration statement under the Securities Act), directly or indirectly unless:

                  (i)      the transfer is to the Company;

                  (ii)     the  transfer  is  outside  the  United  States  in a
                           transaction  meeting the  requirements of Rule 904 of
                           Regulation  S  under  the   Securities   Act  and  in
                           compliance with applicable local laws and regulations
                           of the jurisdiction(s) in which such sale is made;

                  (iii)    the transfer is inside the United States  pursuant to
                           the  exemption  from  the  registration  requirements
                           under  the   Securities  Act  provided  by  Rule  144
                           thereunder,  if  available,  and in  accordance  with
                           applicable state securities laws, and if requested by
                           the Company I have furnished an opinion of counsel of
                           recognized  standing  reasonably  satisfactory to the
                           Company to that effect; or

                  (iv)     the securities are transferred in a transaction  that
                           does not require  registration  under the  Securities
                           Act or any applicable  state securities laws, and the
                           Shareholder  has prior to such sale  furnished to the
                           Company an opinion of counsel of recognized  standing
                           or  other  evidence  of  exemption,  in  either  case
                           reasonably satisfactory to the Company;


         (e)      I  understand   and   acknowledge   that  the  Securities  are
"restricted  securities" as that term is defined in Rule 144  promulgated  under
the Securities  Act, and upon the issuance  thereof,  and until such time as the
same is no longer  required under the applicable  requirements of the Securities
Act or applicable state laws and regulations,  each certificate representing the
Common Shares and all certificates issued in exchange thereof or in substitution
thereof, will bear a legend in substantially the following form:

         "The securities  represented  hereby have not been registered under the
         United States Securities Act of 1933, as amended (the "U.S.  Securities
         Act").  These  securities  may be offered,  sold,  pledged or otherwise
         transferred  only (a) to the company,  (b) outside the United States in
         compliance with Rule 904 of Regulation S under the U.S. Securities Act,
         (c) within the United States (1) in compliance  with the exemption from
         registration  under  the  U.S.  Securities  Act  provided  by Rule  144
         thereunder,  if available,  and in compliance with any applicable state
         securities  laws or (2) with the prior  consent  of the  Company,  in a
         transaction  that  does  not  require   registration   under  the  U.S.
         Securities  Act or any  applicable  state  laws,  and  the  holder  has
         furnished  to the  Company an opinion to such  effect  from  counsel of
         recognized  standing  reasonably  satisfactory  to the Company prior to
         such offer,  sale or  transfer.  Delivery of this  certificate  may not
         constitute  "good  delivery" in  settlement  of  transactions  on stock
         exchanges in Canada.  Provided  that the Company is a "foreign  issuer"
         within  the  meaning  of  Regulation  S at  the  time  of  sale,  a new
         certificate  bearing  no  legend  may be  obtained  from the  Company's
         registrar and transfer agent,  upon delivery of this  certificate and a
         duly  executed  declaration,  in a form  satisfactory  to the Company's
         registrar and transfer agent to the effect that such sale is being made
         in accordance  with Rule 904 of Regulation S under the U.S.  Securities
         Act."


PROVIDED,  that if any of the Common  Shares are being sold  outside  the United
States in compliance  with Rule 904 of Regulation S under the Securities Act, at
a time when the  Company is a "foreign  issuer" as defined in Rule 902 under the
Securities  Act,  the legend  set forth  above may be  removed  by  providing  a


                                     - 28 -
<PAGE>


declaration  (and  if  required  by and the  Company's  transfer  agent  for the
Securities,   an  opinion  of  counsel,   of  recognized   standing   reasonably
satisfactory to the transfer agent) to the Company and its transfer agent in the
form  attached  hereto as  ADDENDUM A (or as the  Company  may from time to time
prescribe); and

PROVIDED  FURTHER,  that if any of the Common  Shares are being sold pursuant to
Rule 144 of the  Securities  Act,  the legend may be removed by  delivery to the
Company's transfer agent of an opinion satisfactory to the Company to the effect
that the  legend is no longer  required  under  applicable  requirements  of the
Securities Act or state securities laws;


         (f)      I been fully advised of the financial condition of the Company
and  have  received  and  read a copy of the  Filing  Statement  of the  Company
available  to the public on the  System for  Electronic  Document  Analysis  and
Retrieval (SEDAR) at www.sedar.com;


         (g)      I have  been  provided  with  all  materials  and  information
requested by me or my  representatives,  including any information  requested to
verify any information  furnished,  and I have been provided the opportunity for
direct  communication  with the Company and its  representatives,  including the
opportunity to ask questions of and receive answers from the executive  officers
and directors of the Company.

         (h)      I  understand  the risks of an  investment  in the Company and
acknowledge  that an investment in the Company involves high risks. My financial
condition is such that I am able to bear the risk of holding the  Securities for
an  indefinite  period of time and the risk of loss of the entire  investment in
the Securities.

         (i)      I,  either  alone or with my  purchaser  representative,  have
sufficient  knowledge and  experience  in financial and business  matters and am
capable of evaluating  the merits and risks of this  investment and of making an
informed investment decision with respect to the Securities.

         (j)      I  was  not  solicited  by  any  leaflet,  public  promotional
meeting,   circular,   newspaper  or  magazine  article,   radio  or  television
advertisement,  or any other  form of general  advertising  or  solicitation  in
connection with the offer, sale, or purchase of the Securities.

         (k)      I am  subscribing  to the Securities for my own account or for
the  account of  another  accredited  investor  for which I am  exercising  sole
investment  discretion  for  investment  purposes  only  and not with a view for
resale or distribution in the United States (provided, however, that shareholder
may sell or otherwise  dispose of the Securities in accordance  with  applicable
legal  requirements and the conditions set forth in paragraph (e) hereof).  I do
not intend to divide my participation with others.

         (l)      I understand and acknowledge  that the Company (i) is under no
obligation  to be or to remain a  "foreign  issuer"  (as such term is defined in
Regulation  S), (ii) may not, at the time we sell the Securities or at any other
time,  be a foreign  issuer,  and (iii) may  engage in one or more  transactions
which could cause the Company not to be a foreign issuer.  If the Company is not
a foreign  issuer at the time of any sale  pursuant to Rule 904 of Regulation S,
the certificate delivered to the buyer may continue to bear the legend contained
in paragraph (e) above.

         (m)      I  have  obtained  to  the  extent  deemed  necessary,  my own
professional  advice with respect to an investment in the Securities in light of
my financial  condition and investment  needs. I understand and acknowledge that
(i) I am  solely  responsible  for  obtaining  such tax and  legal  advice  as I
consider appropriate in connection with the execution,  delivery and performance



                                     - 29 -
<PAGE>

by me of this Agreement and the transactions  contemplated  hereunder (including
the resale and  transfer  restrictions  referred to in Section  (e) above);  and
(ii)the  Company's counsel is acting solely as counsel to the Company and not as
counsel to me;

         (n)      I agree to indemnify the Company and any person  participating
in the offering on its behalf and to hold them harmless from and against any and
all  liability,  damage,  cost,  or  expense  (including,  but not  limited  to,
reasonable  attorneys'  fees)  incurred  on account of or arising out of:(i) any
inaccuracy in my declarations,  representations, and warranties set forth herein
or made by me to the  Company  in  connection  with  this  Agreement;  (ii)  the
disposition  of any of the  Securities  which  I will  receive,  contrary  to my
declarations,  representations,  and warranties set forth in this Agreement; and
(iii)any   action,   suit,  or  proceeding  based  on  (i)  the  claim  that  my
declarations,  representations,  or warranties  were inaccurate or misleading or
otherwise cause for obtaining  damages or redress from the Company,  or (ii) the
disposition  of any or any part of the  Securities.  I grant to the  Company the
right to setoff  against any amounts  payable by the Company to me, for whatever
reason, of any and all damages,  costs, or expenses (including,  but not limited
to, reasonable  attorneys' fees) which are incurred on account of or arising out
of my indemnity of the Company.

         (0)      This  Shareholder  Letter will  constitute a legal,  valid and
binding  contract  enforceable  against me in accordance with its terms and will
not  violate  or  conflict  with the  terms  of any  restriction,  agreement  or
undertaking made by me or to which I or my properties am or are subject.

         (p)      I   understand    and    acknowledge    that   the   foregoing
representations, warranties and agreements contained herein were made by me with
the  intent  that they may be  relied  upon by the  Company  in  determining  my
eligibility  to acquire the  Securities.  I further  agree that by accepting the
Securities  I  shall  be   representing   and  warranting   that  the  foregoing
representations  and  warranties  shall  survive  the  acquisition  by me of the
Securities  and shall  continue  in full  force and effect  notwithstanding  any
subsequent disposition by me of the Securities.

         The Company is irrevocably  authorized to produce this letter or a copy
hereof to any  interested  party in any  administrative  or legal  proceeding or
official inquiry with respect to the matters covered hereby.



                            [SIGNATURE PAGE FOLLOWS]



                                     - 30 -
<PAGE>



AGREED THIS              DAY OF                           , 2006.
            ------------       ---------------------------

----------------------------------------------
Shareholder's Legal Name

Number of ALB Common Shares owned:
                                  ------------------------------


By:

If a Corporation, Partnership
        or Other Entity:                   If an Individual:


-------------------------------------      -------------------------------------
Name of Entity                               Signature


-------------------------------------      -------------------------------------
Type of Entity                               Print or Type Name


-------------------------------------
Signature of Person Signing


-------------------------------------
Print or Type Name of Person Signing


-----------------------------------------
Official capacity of authorized signatory
(PLEASE PRINT)



Shareholder's Permanent Business or Residence Address:


-----------------------------------------------------------------------------



-----------------------------------------------------------------------------
City                               State                     Zip Code


-----------------------------------------
Business or Residence Telephone



                                     - 31 -
<PAGE>






                                   ADDENDUM A

                            U.S. ACCREDITED INVESTOR

                    FORM OF DECLARATION FOR REMOVAL OF LEGEND

TO:      Registrar  and  transfer  agent  for the  common  shares  of  ROCHESTER
         RESOURCES LTD. (the "Corporation"):

The undersigned  acknowledges that the sale of the securities of the Corporation
to which  this  declaration  relates is being  made in  reliance  on Rule 904 of
Regulation S under the United  States  SECURITIES  ACT OF 1933,  as amended (the
"U.S.  Securities  Act"),  and certifies  that:  (1) the  undersigned  is not an
"affiliate"  of the  Corporation  (as that term is defined in Rule 405 under the
U.S.  Securities Act); (2) the offer of such securities was not made to a person
in the United  States  and either (a) at the time the buy order was  originated,
the buyer was outside the United  States or the seller and any person  acting on
its behalf  reasonably  believe that the buyer was outside the United States, or
(b) the transaction was executed on or through the facilities of the TSX Venture
Exchange  or any other  designated  offshore  securities  market and neither the
seller nor any person acting on its behalf knows that the  transaction  has been
prearranged  with a buyer in the United  States;  (3) neither the seller nor any
affiliate of the seller nor any person acting on their behalf has engaged in any
directed  selling  efforts in the United States in connection with the offer and
sale of such  securities;  (4) the sale is bona fide and not for the  purpose of
"washing  off" the  resale  restrictions  imposed  because  the  securities  are
"restricted  securities"  (as that term is defined in Rule  144(a)(3)  under the
U.S. Securities Act); and the contemplated sale is not a transaction, or part of
a  series  of  transactions,   which,  although  in  technical  compliance  with
Regulation S, is part of a plan or scheme to evade the  registration  provisions
of the U.S. Securities Act. Terms used herein have the meanings given to them by
Regulation S under the U.S. Securities Act.

Dated                                 ,         .
      --------------------------------  --------


                                  X
                                   ---------------------------------------------
                                   Signature of individual (if Purchaser IS an
                                   individual)


                                  X
                                   ---------------------------------------------
                                   Authorized signatory (if Purchaser is NOT an
                                   individual)


                                   ---------------------------------------------
                                   Name of Purchaser (PLEASE PRINT)


                                   ---------------------------------------------
                                   Name of authorized signatory (PLEASE PRINT)


                                   ---------------------------------------------
                                   Official capacity of authorized signatory
                                   (PLEASE PRINT)


<PAGE>






                                  SCHEDULE "G"


                             U.S. SHAREHOLDER LETTER
                             (FOR U.S. PERSONS ONLY)

                             NONACCREDITED INVESTOR



Rochester Resources Ltd.

400-535 Howe Street
Vancouver, BC
V6C 2Z4

Dear Sirs:

                  In connection with the acquisition by Rochester Resources Ltd.
("Rochester" or the "Company") of 100% of the issued and  outstanding  shares of
ALB Holdings Ltd. ("ALB") by way of share exchange,  and in consideration of the
common shares of Rochester (the "Securities") tendered in exchange for all of my
shares of common stock of ALB, I confirm and agree as follows:

         (a)      I am authorized to acquire the Securities;


         (b)      I understand that the Securities have not been and will not be
registered  under the United  States  Securities  Act of 1933,  as amended  (the
"Securities  Act"), or applicable  state  securities  laws, that the issuance of
Securities  contemplated  hereby is being  made to  "accredited  investors"  (as
defined by Rule 501 under the Securities Act) and to "sophisticated  purchasers"
as  described  in Rule 506 under the  Securities  Act in  reliance  on a private
placement exemption;


         (c)      OFFEREE  QUESTIONNAIRE.   I  understand  and  agree  that  the
information  elicited  by the  questions  below  is to  enable  the  Company  to
determine  whether I meet the  suitability  requirements  for  purchasers  under
Regulation D promulgated  under the Securities  Act, or similar  requirements of
other applicable  securities laws and that the request to complete the questions
below does not constitute an offer of Securities. The Company will rely upon the
information  contained herein for the purpose of such  determination and for the
purpose of offering and selling the Securities.

                  I  understand  that the Company  may, in its sole  discretion,
refuse  to  issue  Shares  to any U.S.  shareholder  who is  unable  to meet its
suitability requirements. The Company may require confirmation of my suitability
by requesting  further  evidence  satisfactory  to it that an exemption from the
registration  requirements of the Securities Act and applicable state securities
laws is available.

                  I understand and agree that (i) upon signing this  Shareholder
Letter no  subscription  will be accepted prior to the receipt by the Company of
the  information  required  below  and any  other  subscription  documents,  and
satisfaction  of such  further  conditions  as may be agreed  upon  between  the
Company and the undersigned in connection with the offer of the Securities,  and
(ii) agree that the Company may present this Shareholder  Letter (and my answers
contained  herein) to such  parties as it deems  appropriate  to  establish  the
availability  of an exemption  from  registration  of the  Securities  under the
applicable federal and state securities laws and for other corporation purposes.




<PAGE>


         1.       Please state whether you feel that you have such knowledge and
experience in financial and business  matters that you are capable of evaluating
the merits and risks of an  investment  in the  securities  of the Company  and,
therefore,  that you feel you need not  utilize  any  other  person or a offeree
representative in connection with evaluating the investment.

                   Yes                 No
         ---------           ---------

         2.       Please list your  knowledge  and  experience  in financial and
business matters (such as present or past occupations,  education,  investments,
or other matters)  which you believe  qualify you as being capable of evaluating
the merits and risks of this investment (use other side if space is inadequate):






         3.       Please  state  the  percentage  of your net  worth  (including
spouse's)  constituting  liquid assets (cash,  marketable  securities,  or other
assets readily convertible to cash):

         Approximately           percent.
                      -----------

         4.       Please state whether you have previously participated in other
private placements of securities:

                   Yes                 No
         ---------           ---------

         5.       Please  state the  types of  investments  you have  previously
participated in (use other side if space is inadequate):





         6.       Please state whether you have previously  made  investments in
start up or development phase companies:

                   Yes                 No
         ---------           ---------

         7.       Is  your  net  worth   (including   your  home,   furnishings,
insurance, and personal automobiles) in excess of:

               $50,000        $100,000        $250,000        $500,000 or over
         ------         ------          ------          ------

         8.       Do  you  intend  to  rely  upon  the  advice  of an  attorney,
accountant or other  advisor as your  Representative  in making this  investment
decision?

                   Yes                 No
         ---------           ---------

         IF  THE  ANSWER  TO  8  IS  "YES",  PLEASE  COMPLETE THE INFORMATION ON
         ATTACHED ADDENDUM B



                                     - 2 -
<PAGE>


         9.       Please  state  whether  you feel that you are able to bear the
economic risk of an investment in securities of the Company.  Before  answering,
please  consider  whether you are able to hold the  securities for an indefinite
period of time,  and whether at this time you are able to afford a complete loss
of your investment.

                   Yes                 No
         ---------           ---------

         (d)      I agree that if I decide to offer, sell or otherwise  transfer
or pledge all or any part of the Securities, I will not offer, sell or otherwise
transfer or pledge any of such  Securities  (other than pursuant to an effective
registration statement under the Securities Act), directly or indirectly unless:

                  (i)      the transfer is to the Company;

                  (ii)     the  transfer  is  outside  the  United  States  in a
                           transaction  meeting the  requirements of Rule 904 of
                           Regulation  S  under  the   Securities   Act  and  in
                           compliance with applicable local laws and regulations
                           of the jurisdiction(s) in which such sale is made;

                  (iii)    the transfer is inside the United States  pursuant to
                           the  exemption  from  the  registration  requirements
                           under  the   Securities  Act  provided  by  Rule  144
                           thereunder,  if  available,  and in  accordance  with
                           applicable state securities laws, and if requested by
                           the Company I have furnished an opinion of counsel of
                           recognized  standing  reasonably  satisfactory to the
                           Company to that effect; or

                  (iv)     the securities are transferred in a transaction  that
                           does not require  registration  under the  Securities
                           Act or any applicable  state securities laws, and the
                           Shareholder  has prior to such sale  furnished to the
                           Company an opinion of counsel of recognized  standing
                           or  other  evidence  of  exemption,  in  either  case
                           reasonably satisfactory to the Company;


         (e)      I  understand   and   acknowledge   that  the  Securities  are
"restricted  securities" as that term is defined in Rule 144  promulgated  under
the Securities  Act, and upon the issuance  thereof,  and until such time as the
same is no longer  required under the applicable  requirements of the Securities
Act or applicable state laws and regulations,  each certificate representing the
Common Shares and all certificates issued in exchange thereof or in substitution
thereof, will bear a legend in substantially the following form:

         "The securities  represented  hereby have not been registered under the
         United States Securities Act of 1933, as amended (the "U.S.  Securities
         Act").  These  securities  may be offered,  sold,  pledged or otherwise
         transferred  only (a) to the company,  (b) outside the United States in
         compliance with Rule 904 of Regulation S under the U.S. Securities Act,
         (c) within the United States (1) in compliance  with the exemption from
         registration  under  the  U.S.  Securities  Act  provided  by Rule  144
         thereunder,  if available,  and in compliance with any applicable state
         securities  laws or (2) with the prior  consent  of the  Company,  in a
         transaction  that  does  not  require   registration   under  the  U.S.
         Securities  Act or any  applicable  state  laws,  and  the  holder  has
         furnished  to the  Company an opinion to such  effect  from  counsel of
         recognized  standing  reasonably  satisfactory  to the Company prior to
         such offer,  sale or  transfer.  Delivery of this  certificate  may not
         constitute  "good  delivery" in  settlement  of  transactions  on stock
         exchanges in Canada.  Provided  that the Company is a "foreign  issuer"
         within  the  meaning  of  Regulation  S at  the  time  of  sale,  a new
         certificate  bearing  no  legend  may be  obtained  from the  Company's
         registrar and transfer agent,  upon delivery of this  certificate and a
         duly  executed  declaration,  in a form  satisfactory  to the Company's
         registrar and transfer agent to the effect that such sale is being made
         in accordance  with Rule 904 of Regulation S under the U.S.  Securities
         Act."

                                     - 3 -
<PAGE>


PROVIDED,  that if any of the Common  Shares are being sold  outside  the United
States in compliance  with Rule 904 of Regulation S under the Securities Act, at
a time when the  Company is a "foreign  issuer" as defined in Rule 902 under the
Securities  Act,  the legend  set forth  above may be  removed  by  providing  a
declaration  (and  if  required  by and the  Company's  transfer  agent  for the
Securities,   an  opinion  of  counsel,   of  recognized   standing   reasonably
satisfactory to the transfer agent) to the Company and its transfer agent in the
form  attached  hereto as  ADDENDUM A (or as the  Company  may from time to time
prescribe); and

PROVIDED  FURTHER,  that if any of the Common  Shares are being sold pursuant to
Rule 144 of the  Securities  Act,  the legend may be removed by  delivery to the
Company's transfer agent of an opinion satisfactory to the Company to the effect
that the  legend is no longer  required  under  applicable  requirements  of the
Securities Act or state securities laws;


         (f)      I been fully advised of the financial condition of the Company
and  have  received  and  read a copy of the  Filing  Statement  of the  Company
available  to the public on the  System for  Electronic  Document  Analysis  and
Retrieval (SEDAR) at www.sedar.com;


         (g)      I have  been  provided  with  all  materials  and  information
requested by me or my  representatives,  including any information  requested to
verify any information  furnished,  and I have been provided the opportunity for
direct  communication  with the Company and its  representatives,  including the
opportunity to ask questions of and receive answers from the executive  officers
and directors of the Company.


         (h)      I  understand  the risks of an  investment  in the Company and
acknowledge  that an investment in the Company involves high risks. My financial
condition is such that I am able to bear the risk of holding the  Securities for
an  indefinite  period of time and the risk of loss of the entire  investment in
the Securities.


         (i)      I,  either  alone or with my  purchaser  representative,  have
sufficient  knowledge and  experience  in financial and business  matters and am
capable of evaluating  the merits and risks of this  investment and of making an
informed investment decision with respect to the Securities.


         (j)      I  was  not  solicited  by  any  leaflet,  public  promotional
meeting,   circular,   newspaper  or  magazine  article,   radio  or  television
advertisement,  or any other  form of general  advertising  or  solicitation  in
connection with the offer, sale, or purchase of the Securities.


         (k)      I am  subscribing  to the Securities for my own account or for
the  account of  another  accredited  investor  for which I am  exercising  sole
investment  discretion  for  investment  purposes  only  and not with a view for
resale or distribution in the United States (provided, however, that shareholder
may sell or otherwise  dispose of the Securities in accordance  with  applicable
legal  requirements and the conditions set forth in paragraph (e) hereof).  I do
not intend to divide my participation with others.



                                     - 4 -
<PAGE>



         (l)      I understand and acknowledge  that the Company (i) is under no
obligation  to be or to remain a  "foreign  issuer"  (as such term is defined in
Regulation  S), (ii) may not, at the time we sell the Securities or at any other
time,  be a foreign  issuer,  and (iii) may  engage in one or more  transactions
which could cause the Company not to be a foreign issuer.  If the Company is not
a foreign  issuer at the time of any sale  pursuant to Rule 904 of Regulation S,
the certificate delivered to the buyer may continue to bear the legend contained
in paragraph (e) above.


         (m)      I  have  obtained  to  the  extent  deemed  necessary,  my own
professional  advice with respect to an investment in the Securities in light of
my financial  condition and investment  needs. I understand and acknowledge that
(i) I am  solely  responsible  for  obtaining  such tax and  legal  advice  as I
consider appropriate in connection with the execution,  delivery and performance
by me of this Agreement and the transactions  contemplated  hereunder (including
the resale and transfer restrictions referred to in Section (e) above); and (ii)
the  Company's  counsel is acting  solely as counsel to the  Company  and not as
counsel to me;


         (n)     I agree to indemnify the Company and any person  participating
in the offering on its behalf and to hold them harmless from and against any and
all  liability,  damage,  cost,  or  expense  (including,  but not  limited  to,
reasonable  attorneys'  fees)  incurred on account of or arising out of: (i) any
inaccuracy in my declarations,  representations, and warranties set forth herein
or made by me to the  Company  in  connection  with  this  Agreement;  (ii)  the
disposition  of any of the  Securities  which  I will  receive,  contrary  to my
declarations,  representations,  and warranties set forth in this Agreement; and
(iii)any   action,   suit,  or  proceeding  based  on  (i)  the  claim  that  my
declarations,  representations,  or warranties  were inaccurate or misleading or
otherwise cause for obtaining  damages or redress from the Company,  or (ii) the
disposition  of any or any part of the  Securities.  I grant to the  Company the
right to setoff  against any amounts  payable by the Company to me, for whatever
reason, of any and all damages,  costs, or expenses (including,  but not limited
to, reasonable  attorneys' fees) which are incurred on account of or arising out
of my indemnity of the Company.


         (o)      This  Shareholder  Letter will  constitute a legal,  valid and
binding  contract  enforceable  against me in accordance with its terms and will
not  violate  or  conflict  with the  terms  of any  restriction,  agreement  or
undertaking made by me or to which I or my properties am or are subject.


         (p)      I   understand    and    acknowledge    that   the   foregoing
representations, warranties and agreements contained herein were made by me with
the  intent  that they may be  relied  upon by the  Company  in  determining  my
eligibility  to acquire the  Securities.  I further  agree that by accepting the
Securities  I  shall  be   representing   and  warranting   that  the  foregoing
representations  and  warranties  shall  survive  the  acquisition  by me of the
Securities  and shall  continue  in full  force and effect  notwithstanding  any
subsequent disposition by me of the Securities.

                  The Company is  irrevocably  authorized to produce this letter
or a copy  hereof  to  any  interested  party  in any  administrative  or  legal
proceeding or official inquiry with respect to the matters covered hereby.


                            [SIGNATURE PAGE FOLLOWS]




                                     - 5 -
<PAGE>



AGREED THIS              DAY OF                           , 2006.
             -----------        --------------------------

----------------------------------------------
Shareholder's Legal Name

Number of ALB Common Shares owned:
                                  ----------------------------


By:

If a Corporation, Partnership
        or Other Entity:                   If an Individual:


----------------------------------         -------------------------------------
Name of Entity                             Signature


----------------------------------         -------------------------------------
Type of Entity                             Print or Type Name


-----------------------------------------
Signature of Person Signing


-----------------------------------------
Print or Type Name of Person Signing


-----------------------------------------
Official capacity of authorized signatory
(PLEASE PRINT)



Shareholder's Permanent Business or Residence Address:


--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
City                               State                     Zip Code


-----------------------------------------
Business or Residence Telephone




                                     - 6 -
<PAGE>






                                   ADDENDUM A

                            U.S. ACCREDITED INVESTOR

                    FORM OF DECLARATION FOR REMOVAL OF LEGEND

TO:      Registrar  and  transfer  agent  for the  common  shares  of  ROCHESTER
         RESOURCES LTD. (the "Corporation"):

The undersigned  acknowledges that the sale of the securities of the Corporation
to which  this  declaration  relates is being  made in  reliance  on Rule 904 of
Regulation S under the United  States  SECURITIES  ACT OF 1933,  as amended (the
"U.S.  Securities  Act"),  and certifies  that:  (1) the  undersigned  is not an
"affiliate"  of the  Corporation  (as that term is defined in Rule 405 under the
U.S.  Securities Act); (2) the offer of such securities was not made to a person
in the United  States  and either (a) at the time the buy order was  originated,
the buyer was outside the United  States or the seller and any person  acting on
its behalf  reasonably  believe that the buyer was outside the United States, or
(b) the transaction was executed on or through the facilities of the TSX Venture
Exchange  or any other  designated  offshore  securities  market and neither the
seller nor any person acting on its behalf knows that the  transaction  has been
prearranged  with a buyer in the United  States;  (3) neither the seller nor any
affiliate of the seller nor any person acting on their behalf has engaged in any
directed  selling  efforts in the United States in connection with the offer and
sale of such  securities;  (4) the sale is bona fide and not for the  purpose of
"washing  off" the  resale  restrictions  imposed  because  the  securities  are
"restricted  securities"  (as that term is defined in Rule  144(a)(3)  under the
U.S. Securities Act); and the contemplated sale is not a transaction, or part of
a  series  of  transactions,   which,  although  in  technical  compliance  with
Regulation S, is part of a plan or scheme to evade the  registration  provisions
of the U.S. Securities Act. Terms used herein have the meanings given to them by
Regulation S under the U.S. Securities Act.

Dated                                 ,         .
      --------------------------------  --------


                                  X
                                   ---------------------------------------------
                                   Signature of individual (if Purchaser IS an
                                   individual)


                                  X
                                   ---------------------------------------------
                                   Authorized signatory (if Purchaser is NOT an
                                   individual)


                                   ---------------------------------------------
                                   Name of Purchaser (PLEASE PRINT)


                                   ---------------------------------------------
                                   Name of authorized signatory (PLEASE PRINT)


                                   ---------------------------------------------
                                   Official capacity of authorized signatory
                                   (PLEASE PRINT)



<PAGE>


                                  ADDENDUM B TO

                    NONACCREDITED INVESTOR SHAREHOLDER LETTER


                          BUSINESS ADVISOR INFORMATION

     (To be completed only if Shareholder's answer to question 8 was "Yes")



Name of Advisor
                  ---------------------------------------------------------

Business Address
                  ---------------------------------------------------------

         ------------------------------------------------------------------


         ------------------------------------------------------------------
         Telephone Number                      Occupation



         2.8(a)   Information   disclosed   to  me  by  offeree   representative
concerning his or her relationship with the Company, its agent or affiliates (if
none, write "None"):


         2.8(b)   Information   disclosed   to  me  by  offeree   representative
concerning his or her economic interest in the Company, its officers, directors,
agents or its or their affiliates (if none, write "None"):




















NOTE:    THE  ADVISOR  MUST  COMPLETE A  SHAREHOLDER  REPRESENTATIVE  DISCLOSURE
         QUESTIONNAIRE.

NOTE:    THE ADVISOR MUST NOT BE AN AFFILIATE,  DIRECTOR, OFFICER OR EMPLOYEE OR
         10% STOCKHOLDER OF THE COMPANY UNLESS THE SHAREHOLDER IS RELATED TO THE
         ADVISOR BY BLOOD,  MARRIAGE OR ADOPTION,  NO MORE  REMOTELY  THAN FIRST
         COUSIN.