EXHIBIT 4.11


                         HEAD OF AGREEMENT BY AND AMONG

                            HILTON PETROLEUM LTD. AND

                          MINERA SAN JORGE S.A. DE C.V.

                                      DATED

                                 OCTOBER 1, 2003





                                      -81-


<PAGE>


                              HILTON PETROLEUM LTD.
                            1305 - 1090 GEORGIA ST W
                              VANCOUVER BC V6E 3V7

                           HEADS OF AGREEMENT ("HOA")


Minera San Jorge S.A. de C.V.                                    October 1, 2003
Aguamarina 2457, Bosques de la Victoria,
Guadalajara, Jalisco,
Mexico 44570

Att: Mr. George Barnett:

Dear Sirs:

Re:  OPTION TO EARN A 60% INTEREST OF THE SAN JORGE IV (EL NAYAR  PROJECT  AREA)
     SAN  JORGE VII  (GUANAJUATILLO  MINE) AND LA  CASTELLANA,  AND LOS  LIMONES
     PRECIOUS  METAL  PROPERTIES  IN THE  COUNTIES OF  HOSTOTIPAQUILO,  JALISCO,
     MEXICO AND ADJACENT AREAS OF THE STATE OF NAYARIT,  AS WELL AS THE RIGHT TO
     ACQUIRE THE REMAINING 40% INTEREST.

This HOA sets out the terms  and  conditions  of our  agreement  whereby  Hilton
Petroleum Ltd.  ("Hilton") will have the option to acquire up to a 100% interest
from Minera San Jorge S.A. de C.V, ("MSJ") in MSJ's right, title and interest in
certain exploration arid mining concessions in Mexico known as the San Jorge IV,
San Jorge VII, La Castellana  Mine  Concessions  and an agreement for production
from  the  El  Limon  Mine  concessions  (hereinafter  the  "Concessions.")  The
Concessions are listed in the attached Schedule A and shown on the attached map.
The general terms and conditions of this HOA are as follows:

1.   MSJ will represent and warrant that it is the legal and beneficial owner or
     has the right to acquire  100% of the  titles to the  claims  listed in the
     attached  table and that all are in good  standing  with respect to Mexican
     law. As well,  MSJ  represents  and  warrants  that any  underlying  option
     agreements  with  concession  owners are in good  standing  and  registered
     correctly  under  Mexican law and MSJ can freely grant the option to Hilton
     as  contemplated  by this HOA. MSJ  represents  that there are no financial
     obligations attached to the concessions other than mining taxes outstanding
     in the amount of  approximately US $53,395 and an initial option payment of
     US $15,000 due and payable to the title holders of the La Castellana Mine.

2.   On signing of this HOA,  MSJ will  transfer  the claims to a joint  venture
     company (new  Mexican  mining  exploration  company  "NewCo")  owned 60% by
     Hilton and 40% by MSJ.  Should Hilton  withdraw from this option  agreement
     the San Jorge IV, San Jorge VII concessions  will be transferred  100% back
     to MSJ and a complete  return of all optioned  rights for the La Castellana
     Mine and the El Limon Mine and the La Pupa Mill as well as any other  mines
     contracted  for on Hilton's  behalf in the area of influence of 1 kilometre
     around these  concessions  or other  contracted  areas in the Nayar Project
     Area to Minera San Jorge  ("MSJ.") with a first right of refusal on any new
     submittals in the state of Nayarit.

3.   Within 20 days of signing of this HOA, Hilton will pay to MSJ the sum of US
     $25,000  and the sum of US  $25,000 on TSX  Venture  Exchange  (the  "TSX")
     approval (the "Approval  Date") or upon making the decision to proceed with
     this  transaction  (the  "Production  Decision Date") which ever shall come
     first,  for a total of US $50,000  paid.  This total  amount  will be fully
     refundable to Hilton if, for any reason, the representations and warranties
     set out in point 1 are shown to be incorrect during the period of technical
     and legal due diligence.

4.   Hilton and MSJ have agreed to co-operate to the fullest extent  possible to
     come to a mutually  satisfactory joint venture agreement  acceptable to the
     TSX as soon as possible.



                                      -82-


<PAGE>

Minera San Jorge S.A. de C.V.
October 1, 2003
Page 2



5.   In order to maintain the option agreement to earn a 60% interest in the San
     Jorge  IV  concessions,  Hilton  must  fund a  total  of US  $1,000,000  in
     exploration  and  development  expenditures,  including  underlying  option
     payments to concession  holders and  government  concession  taxes,  over a
     three  year (3  year)  period.  The  work  will  be  performed  within  the
     exploration company formed for exploring the San Jorge IV and San Jorge VII
     and La  Castellana  concessions.  Hilton  undertakes to spend an initial US
     $40,000  in  expenditures  within 4  months  from the  Approval  Date,  and
     additional  US $250,000 in  expenditures  within 12 months of the  Approval
     Date.  In order to vest it's  interest,  Hilton  must  spend a  further  US
     $710,000 on exploration and mine  development  and production  expenditures
     within 18 months of the  execution  of this  LOI.  These  expenditures  may
     include all  exploration  costs,  the  initiation of mining gold and silver
     ores and processing ores in a cost efficient manner, making option payments
     and the payment of outstanding mining taxes.

6.   After the production decision is made, and having provided a total of US $1
     million,  including all option  payments made, all mining taxes and related
     exploration and development expenditures within one year and six months (18
     months)  after  initiating  production  then  Hilton's  interest  will have
     vested.

7.   As further  consideration for this option agreement,  Hilton will issue, on
     the Approval  Date or upon making the  Production  Decision,  100,000 fully
     paid shares in Hilton,  and then  200,000,  300,000 and 500,000  fully paid
     shares in Hilton on each anniversary  date thereafter  provided that Hilton
     has not withdrawn from this JV option  agreement.  Should Hilton enter into
     production  any time within the three year period then the unissued  common
     shares mentioned in this clause will be issued,  MSJ acknowledges  that the
     shares will be subject to  restrictions  on resale if issued under Canadian
     securities laws and that issuance of each tranche of shares is dependent on
     TSX acceptance or acceptance by Securities officials in the USA.

8.   Hilton shall be the operator of the joint venture programs and shall submit
     all programs and budgets to MSJ for approval, if MSJ does not approve, then
     MSJ will submit its  concerns in writing and Hilton will attempt to resolve
     the concerns.  If it is unable to do so, Hilton will submit the program and
     budget and MSJ's concerns to a reputable independent  consultant acceptable
     to both parties for determination of such concerns.  As the operator of the
     program,  the final decision for  implementation of each program and budget
     lies with  Hilton.  An initial  program and budget of US  $200,000  will be
     implemented  immediately.  The  payments  called for under clause 3 of this
     agreement will form part of this initial work program and budget.

9.   Hilton recognizes the value of the operating  experience of MSJ's personnel
     and independent consultants in Mexico and will use MSJ's personnel wherever
     possible  including  consultancy  work for Mr George Salazar  Barnett.  MSJ
     acknowledges  that Hilton has limited  financial  resources  in the initial
     stages of this program and that as a vendor, MSJ's personnel will be unable
     to perform  certain tasks  attached to the initial  technical and legal due
     diligence  program.  An essential part of this agreement is that Minera San
     Jorge including Mr. Geo. Salazar Barnett  (collectively "MSJ") is committed
     to  managing   the   program  for  the  new  company   formed  to  mine  La
     Castellana/Guanajuatillo,  El Limon and all other mines feeding into the La
     Pupa  Mill.  In the  event  that MSJ or  affiliated  operating  company  or
     companies  is not the operator  then the interest  will go to 70:30 with no
     further consideration.

10.  Should the  property  justify  production  and MSJ cannot fund its share of
     development  costs  then  Hilton  will be  entitled  to  recover  all funds
     advanced  or  financing  provided to or for MSJ on a  preferential  payback
     basis of 75% of the cash flow  being  paid to Hilton  and 25% being paid to
     MSJ with each party  responsible  for its taxes.  Should MSJ not be able to
     fund further  expenditures  in the  exploration  and  development of the El
     Nayar Project area then Hilton will use its best  endeavors to fund or deal
     with  such  share  according  to  generally   accepted   resource  property
     development agreements.


                                      -83-
<PAGE>


Minera San Jorge S.A. de C.V.
October 1, 2003
Page 3



11.  Hilton has the option at any time to purchase  for money or the  equivalent
     amount in shares the  remaining  40% interest that MSJ has in the San Jorge
     IV concession areas, provided that the value of this interest is determined
     by a discounted NPV at the time the acquisition is made and that Hilton has
     initiated  production  and  produces  a  full  bankable  feasibility  study
     regarding  the El Nayar  Project.  Hilton  shall  have  the  right of first
     refusal should an outside party bid for MSJ's 40% interest.

12.  Hilton has the right to  withdraw  from this option  agreement  at any time
     after the initial legal and technical due diligence or exploration  program
     with no  further  obligation  or  commitment  to MSJ  with 30 days  advance
     notice.

13.  Both  parties  agree that this  agreement is subject to the approval of the
     TSX or appropriate  securities officials in the USA, and both parties agree
     to  provide  their  best  efforts  in  obtaining  TSX  or  USA   Securities
     approval(s).

On behalf of HILTON PETROLEUM LTD.    On behalf of MINERA SAN JORGE S.A. de C.V.


Per:                                  Per:

    /s/ Nick DeMare                       /s/  George S. Barnett
    ------------------------------        --------------------------------------
    Nick DeMare                           George Salazar Barnett
    President                             Legal Representative
                                          Minera San Jorge S.A. de C.V.

                                      -84-

<PAGE>


                                                                      SCHEDULE A



        SAN JORGE IV, VII, LA CASTELLANA AND EL LIMON MINING CONCESSIONS



CONCESSION NAME    CONCESSION TYPE      LICENSE NO.              AREA (HECTARES)
---------------    ---------------      -----------              ---------------
San Jorge IV       Exploitation           206265                   6,575.0676
Limones            Exploitation           179359                      21.0000
La Castellana      Exploration            161793                      32.0000
San Jorge VII      Exploitation           209418                      93.9581
                                                                   ----------
                                                         TOTAL     6,722.0300
                                                                   ==========



                                      -85-
<PAGE>