EXHIBIT 4.10

                         HEADS OF AGREEMENT BY AND AMONG
                            HILTON PETROLEUM LTD. AND
                            LOGISTIC RESOURCES LTD.,
                           DELTA RICH RESOURCES LTD.,
                             EQUITY WORLD RESOURCES,
                            WING HONG NG, TERRY WONG
                              AND ANTHONY C.Y. CHOW
                              DATED JUNE 24, 2002.





                                      -92-

<PAGE>


                                                                         HILTON
                                                                  Petroleum Ltd.
                                                                     Suite 1305
                                                       1090 West Georgia Street
                                                    Vancouver, British Columbia
                                                              Canada    V6E 3V7
                                                          Phone: (604) 685-9316
                                                            Fax: (604) 683-1585


June 24, 2002


Logistic Resources Ltd. ("Logistic")
Delta Rich Resources Ltd.
Equity World Resources

(collectively the "Targets")

and to

The Shareholders of the Targets, namely:

Mr. Wing Hong Ng
Mr. Terry Wong; and
Mr. Anthony C.Y. Chow

(collectively the "Shareholders")



Dear Sirs:

RE:      HEADS OF AGREEMENT

         This letter  confirms our  agreement to complete  transactions  whereby
Hilton Petroleum Ltd.  ("Purchaser")  will acquire all of the outstanding shares
("Target  Shares") of each of the Targets from the  Shareholders.  The terms for
this transaction are as follows:

1.       Representations and Warranties of Purchaser

         Purchaser represents and warrants to Targets and the Shareholders that:

         (a)      It has  been  duly  continued  under  the  laws  of the  Yukon
                  Territory  and is in good standing in respect of the filing of
                  annual returns under such laws;

         (b)      It is a reporting  issuer in British  Columbia  and its common
                  shares  are listed for  trading  on the TSX  Venture  Exchange
                  ("Exchange");

         (c)      Its  authorized  capital  consists of an  unlimited  number of
                  common shares without par value of which 41,923,439 shares are
                  currently issued and outstanding;

         (d)      Its filings, as required with the British Columbia Securities
                  Commission and the Exchange are up to date and disclose all
                  material facts relating to the Company and its affairs; and

                                      -93-

<PAGE>



         (e)      It is not party to any action,  suit,  claim or proceeding nor
                  is there any outstanding order, writ,  injunction or judgement
                  issued against it.

2.       Representations and Warranties of Targets and Shareholders

         Each of Targets and  Shareholders  represent  and warrant to  Purchaser
that:

         (a)      Each of Targets has been duly  incorporated  under the laws of
                  the British  Virgin Islands and is in good standing in respect
                  of the filing of annual returns under such laws;

         (b)      Each of  Targets  is a  corporation  duly  organized,  validly
                  existing  and in  good  standing  in the  jurisdiction  of its
                  incorporation;

         (c)      The execution and delivery of this Agreement has been duly and
                  validly  authorized  by all  necessary  actions on the part of
                  each of the Targets enforceable against each of the Targets in
                  accordance  with its  terms  subject,  as to  enforcement,  to
                  bankruptcy, insolvency,  reorganization and other similar laws
                  of general  applicability  related to or affecting  creditors'
                  rights and to the availability of equitable remedies;

         (d)      Except  as   otherwise   provided   in  this   agreement,   no
                  authorization,  approval,  order,  licence,  permit,  consent,
                  certificate or  registration  of any  governmental  authority,
                  court,  or  arbitrator,  and no  registration,  declaration or
                  filing by any of the Targets with any governmental  authority,
                  court or  arbitrator,  is required in order for the Targets to
                  complete the transactions contemplated hereby;

         (e)      None of the Targets is a party to any action,  suit,  claim or
                  proceeding and there is no outstanding order, writ, injunction
                  or judgement issued against it; and

         (f)      Targets  are  the  registered  and  beneficial  owners  of the
                  property   rights   described  in  Schedule  "A"  hereto  (the
                  "Properties")  and all such  rights are in good  standing  and
                  free and clear of all liens, charges and encumbrances.

3.       Representations and Warranties of Shareholders

         Each  of  the  Shareholders   separately  represents  and  warrants  to
Purchaser that:

         (a)      Shareholders  are the  beneficial  owners  of all  the  Target
                  Shares and have or will at the time of  Closing  have good and
                  sufficient  right and  authority to sell the Target Shares and
                  to transfer  legal and  beneficial  title and ownership of the
                  Target Shares to Purchaser;

         (b)      At the time of  Closing,  his Target  Shares  will be free and
                  clear of all liens, charges and encumbrances; and

         (c)      There are no agreements,  options,  rights or privileges being
                  or capable of becoming an  agreement  for the  purchase of his
                  respective  Target  Shares,  except for a  pre-existing  right
                  which exists for the sale of the shares of equity.  Within the
                  next ten days this pre-existing right will be exercised and if
                  not exercised the shares of equity will be sold to Purchaser.

                                      -94-

<PAGE>



4.       Purchase and Sale

         Based upon the foregoing  representations and warranties and subject to
the terms  herein,  Purchaser  agrees to  purchase  the Target  Shares  from the
Shareholders and the  Shareholders  agree to sell the Target Shares to Purchaser
in consideration of:

         (a)      For the Shares of Logistic and Delta:

                  (i)      Cdn.$1,542,500  payable as follows:  on signing  this
                           Agreement  Cdn.  $62,000;  upon receipt of acceptable
                           title opinions on the  properties  Cdn.  $93,000;  on
                           Closing  Cdn.  $1,077,500;  and the  balance  of Cdn.
                           $310,000  payable on  completion  by  Purchaser  of a
                           financing raising in excess of US $1.2 million;

                  (ii)     4,000,000  common  shares in the capital of Purchaser
                           payable at closing;

                  (iii)    a 7.5% net profits interest in any profits  generated
                           from  the   Properties  by  the   subsidiary  of  the
                           Purchaser  to be formed for the purposes of acquiring
                           and holding the Properties, payable when such profits
                           are earned; and

                  (iv)     if the Properties are determined to contain  reserves
                           of  greater  than 5  million  ounces  of gold or gold
                           equivalent   as   determined   by   an    independent
                           engineering report showing an internal rate of return
                           from the  properties  of  greater  than 30%,  500,000
                           common shares for each 500,000  ounces over 5 million
                           ounces (pro rated for  fractions of 500,000  ounces),
                           such shares to be payable upon  establishment of such
                           reserves.

         (b)      For the Shares of Equity:

                  (i)      Cdn.$1,542,500  payable as follows:  upon  receipt by
                           Purchaser  of written  confirmation  with  respect to
                           expiration  of  pre-existing   purchase  rights  Cdn.
                           $62,000;  upon  receipt by  Purchaser  of  acceptable
                           title opinions on the  properties  Cdn.  $93,000;  on
                           Closing  Cdn.  $1,077,500;  and the  balance  of Cdn.
                           $310,000  payable on  completion  by  Purchaser  of a
                           financing raising in excess of US $1.2 million;

                  (ii)     4,000,000  common  shares in the capital of Purchaser
                           payable at closing;

                  (iii)    a 7.5% net profits interest in any profits  generated
                           from  the   Properties  by  the   subsidiary  of  the
                           Purchaser  to be formed for the purposes of acquiring
                           and holding the Properties, payable when such profits
                           are earned; and

                  (iv)     if the Properties are determined to contain  reserves
                           of  greater  than 5  million  ounces  of gold or gold
                           equivalent   as   determined   by   an    independent
                           engineering report showing an internal rate of return
                           from the  properties  of  greater  than 30%,  500,000
                           common shares for each 500,000  ounces over 5 million
                           ounces (pro rated for  fractions of 500,000  ounces),
                           such shares to be payable upon  establishment of such
                           reserves.

         Shareholders agree that, for twelve months from Closing, where feasible
any additional  opportunities to acquire resource properties (mining and oil and
gas) in Asia which are  presented to them or made  available  to them,  shall be
presented  to the  Purchaser.  The  Purchaser  can then  determine to pursue the
acquisition or pass, in which case the  Shareholders  will be free to pursue the


                                      -95-

<PAGE>



opportunity. Purchaser mayfarm-out all or any portion of the Properties to other
companies and where feasible, Purchaser will offer the Shareholders the right to
participate in the such other companies, as equal partners with the Purchaser.

5.       Closing

         The closing of the  transactions  contemplated  hereby (the  "Closing")
will take place at 10 a.m.  (Vancouver  time) on the 2nd business day  following
receipt of all required regulatory approvals at the offices of Purchaser,  or at
such other time and place as the parties hereto may agree.

6.       Covenants of Purchaser

         Between now and Closing, Purchaser will:

         (a)      Provide full access during normal  business hours to its books
                  and records to the Shareholders for the purposes of conducting
                  due diligence;

         (b)      Maintain  any   information   acquired   from  Target  or  the
                  Shareholders  and this agreement and the transactions to which
                  it relates as  confidential  and not  disclose  the details of
                  such transactions to any third party except as required by law
                  or to obtain all necessary approvals;

         (c)      Forthwith  apply for all  approvals  required to complete  the
                  transactions contemplated hereby, including Exchange approval;
                  and

         (d)      Do everything else reasonably  required to give effect to this
                  agreement.

         After Closing Purchaser will:

         (e)      Use  reasonable  commercial  efforts to develop the Properties
                  through its own  exploration  efforts or through  farming out;
                  and

         (f)      Within 60 days of Closing provide or arrange for funding of US
                  $400,000 to Targets for work and other costs.

7.       Covenants of Shareholders and Targets

         Between now and Closing, Shareholders and Targets will:

         (a)      Provide full access during normal  business hours to the books
                  and  records of  Targets  to  Purchaser  for the  purposes  of
                  conducting due diligence;

         (b)      Maintain any  information  acquired  from  Purchaser  and this
                  agreement  and  the   transactions  to  which  it  relates  as
                  confidential and not disclose the details of such transactions
                  to any third party  except as required by law or to obtain all
                  necessary approvals;

         (c)      Not  enter  into any new  transactions  whatsoever  including,
                  without  limitation,  any new financings or new commitments or
                  make  any  expenditures  outside  of its  ordinary  day to day
                  ongoing business, without the prior approval of Purchaser;

         (d)      Provide   all   necessary   capital  to  Targets  to  maintain
                  operations; and

         (e)      Do everything else reasonably  required to give effect to this
                  agreement.


                                      -96-

<PAGE>



8.       Conditions for the Benefit of Purchaser

         The obligation of Purchaser to complete the  transactions  contemplated
hereby is  subject  to the  following  conditions  which  are for the  exclusive
benefit of Purchaser and may be waived by Purchaser at any time:

         (a)      Approval  by the  Exchange  to the  transactions  contemplated
                  hereby;

         (b)      Completion  of a diligence  review of the business and affairs
                  of Targets with results satisfactory to Purchaser, such review
                  to be completed not later than June 30, 2002;

         (c)      The   representations   and  warranties  of  Targets  and  the
                  Shareholders in sections 2 and 3 being true as at the Closing;

         (d)      Completion  of a financing  to raise net  proceeds of at least
                  Cdn.$2 million will be done in conjunction with the Closing of
                  this acquisition; and

         (e)      Target  and the  Shareholders  not  being  in  default  of any
                  material term of this agreement as at the Closing.

9.       Conditions of Benefit of Targets and Shareholders

         The   obligations   of  Targets  and   Shareholders   to  complete  the
transactions  contemplated hereby are subject to the following  conditions which
are for the exclusive  benefit of Targets and the Shareholders and may be waived
by Targets and Shareholders at any time:

         (a)      Completion  of a due  diligence  review  of the  business  and
                  affairs of Purchaser with results  satisfactory to Targets and
                  Shareholders,  such review to be completed not later than June
                  30, 2002;

         (b)      The  representations  and warranties of Purchaser in section 1
                  being true as at the Closing; and

         (c)      Purchaser  not being in default of any material  terms of this
                  agreement as at the Closing Date.

10.      Closing Deliveries

         At Closing:

         (a)      Purchaser  will  deliver to Targets  or the  Shareholders,  as
                  applicable:

                  (i)      Evidence of all necessary approvals to this agreement
                           and the transactions contemplated hereby;

                  (ii)     Cheque for Cdn.$2 million payable to the Shareholders
                           or as directed by them;

                  (iii)    Certificates  representing 5 million common shares of
                           the  Purchaser  issued  to  the  Shareholders  in the
                           proper denominations;

                  (iv)     Evidence  of  the  royalty  interest  referred  to in
                           paragraph 4(c); and


                                      -97-

<PAGE>



                  (v)      Such other  documents as may be reasonably  requested
                           by Targets and the Shareholders; and

         (b)      Targets or the Shareholders will deliver to Purchaser:

                  (i)      Certificates  representing  the  Target  Shares  duly
                           endorsed for transfer or  accompanied  by instruments
                           of transfer;

                  (ii)     Certified  copies of  resolutions of the directors of
                           each of the  Targets  approving  the  transfer of the
                           Target  Shares to  Purchaser  and issuing a new share
                           certificate in the name of Purchaser;

                  (iii)    New  share  certificates  registered  in the  name of
                           Purchaser  representing all of the outstanding Target
                           Shares; and

                  (iv)     Such other  documents as may be reasonably  requested
                           by the Purchaser.

         At Closing,  Shareholders will also be entitled to appoint two nominees
to Purchaser's board of directors.

11.      Purchaser,  Shareholders  and Targets  will each pay their own costs in
respect of the transactions contemplated hereby.

12.      Targets and the Shareholders may give Purchaser notice in writing under
this letter of intent by  telecopying  such notice  addressed  to  Purchaser  as
follows:

                  Hilton Petroleum Ltd.
                  Attention:        Mr. Nick DeMare
                  Facsimile No.     604 683-1585

         Purchaser may give Targets or the Shareholders  notice in writing under
this  letter of intent by  telecopying  such  notice  addressed  to Targets  and
Shareholders as follows:

                  Mr. Wing Hong Ng                Facsimile No. 852 2521 8998
                  Mr. Terry Wong                  Facsimile No. 604 484 8287
                  Mr. Anthony C.Y. Chow           Facsimile No. 604 816 1098

13.      Any notice delivered in accordance with section 12 or 13 will be deemed
to have been given and received on the day it was  telecopied.  Any party may at
any time give to the other  notice in  writing  of any  change of address of the
party  giving  such  notice  and from and after the  giving of such  notice  the
address therein specified will be deemed to be the address of such party for the
purpose of giving notice hereunder.

14.      Each party will at any time and from time to time,  upon the reasonable
request of the other party,  execute and deliver such further  documents  and do
such further acts and things as the other party may reasonably  request in order
to evidence, carry out and give full effect to the terms,  conditions,  interest
and meaning of this agreement.


                                      -98-

<PAGE>



15.      Purchaser intends to form a wholly owned subsidiary to acquire and hold
the Target Shares and Targets and Shareholders hereby consent to Purchaser doing
so.

         Please  confirm  your  agreement  to the above  terms by signing  below
whereupon  this  will  become a legal and  binding  agreement.  Forthwith  after
execution of this agreement, the parties will use their best efforts to complete
a formal  agreement  incorporating  the terms of this  agreement  and such other
provisions as are customary in a transaction of this nature, as soon as possible
after execution of this agreement.

Yours truly,

HILTON PETROLEUM LTD.

Per:     "Nick DeMare"
         --------------------
         Authorized Signatory


ACKNOWLEDGED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN.


TARGETS                                                  SHAREHOLDERS

LOGISTIC RESOURCES LTD.                         SIGNED SEALED AND DELIVERED BY:

Per:     /s/ Anthony Chow                       /s/ Wing Hong Ng
         ---------------------                  --------------------------------
         Authorized Signatory


DELTA RICH RESOURCES LTD.                       SIGNED SEALED AND DELIVERED BY:

Per:     /s/ Anthony Chow                       /s/ Anthony C.Y. Chow
         ---------------------                  --------------------------------
         Authorized Signatory
                                                SIGNED SEALED AND DELIVERED BY:

EQUITY WORLD RESOURCES                          /s/ Terry Wong
                                                --------------------------------
Per:     /s/ Anthony Chow
         ---------------------
         Authorized Signatory



                                      -99-

<PAGE>


                                  SCHEDULE "A"

                            DESCRIPTION OF PROPERTIES




LOGISTIC RESOURCES LTD.

Inner Mongolian Properties

   Co-ordinates          107(degree)40' 00"            107(degree)47' 00"
                          42(degree)08' 00"             42(degree)12' 00"
                         107(degree)19' 00"            107(degree)27' 00"
                          42(degree)20' 00"             42(degree)24' 45"


DELTA RICH RESOURCES LTD.
<TABLE>
<CAPTION>
Mongolian Properties
  <S>                   <C>                           <C>                        <C>                           <C>
   Co-ordinates           97(degree)00' 00"             44(degree)46' 00"           96(degree)00' 00"             44(degree)48' 50"
                          97(degree)15' 00"             44(degree)46' 00"           96(degree)05' 55"             44(degree)48' 50"
                          97(degree)15' 00"             44(degree)40' 00"           96(degree)05' 55"             44(degree)47' 10"
                          97(degree)00' 00"             44(degree)40' 00"           96(degree)08' 10"             44(degree)47' 10"
                          96(degree)30' 00"             44(degree)44' 00"           96(degree)08' 10"             44(degree)47' 50"
                          97(degree)00' 00"             44(degree)44' 00"           96(degree)08' 10"             44(degree)48' 50"
                          97(degree)00' 00"             44(degree)40' 00"           96(degree)12' 30"             44(degree)48' 50"
                          97(degree)30' 00"             44(degree)40' 00"           96(degree)12' 30"             44(degree)46' 50"
                                                                                    96(degree)13' 40"             44(degree)46' 40"
                                                                                    96(degree)13' 40"             44(degree)42' 00"
                                                                                    96(degree)00' 00"             44(degree)42' 00"
</TABLE>


EQUITY WORLD RESOURCES
<TABLE>
<CAPTION>
Mongolian Properties
  <S>                  <C>                           <C>                         <C>                            <C>
   Co-ordinates          107(degree)20' 00"            42(degree)50' 00"           105(degree)45' 00"             48(degree)26' 40"
                         105(degree)00' 00"            42(degree)00' 00"           106(degree)09' 50"             48(degree)40' 20"
                         108(degree)00' 00"            42(degree)00' 00"           106(degree)29' 09"             48(degree)34' 28"
                         104(degree)18' 20"            42(degree)04' 00"           105(degree)55' 09"             48(degree)34' 28"
                         104(degree)28' 22"            42(degree)07' 10"
                         105(degree)55' 40"            42(degree)42' 00"
                         105(degree)55' 40"            42(degree)35' 08"
                         105(degree)45' 00"            42(degree)47' 00"

</TABLE>

                                      -100-

<PAGE>