Filed by Automated Filing Services Inc. (604) 609-0244 - Rancho Santa Monica Developments Inc. - Exhibit 10.6






THIS AGREEMENT dated for reference the 29th day of November, 2004. 


BETWEEN: 


  
    
       MONICA GALAN-RIOS of Calle 1st
        de Mayo s/n Manzana 18, Lote 3, Col Nueva Obrera, Coatzacoalcos, Veracruz,
        Mexico, C.P. 96598

       (hereinafter the “Vendor”) 

    

  



  OF THE FIRST PART 


AND: 


  
    
       RANCHO SANTA MONICA DEVELOPMENTS INC.,
        a Nevada corporation having a place of business at 3104 Sunnyhurst
        Road North Vancouver, BC, Canada V7K 2G3 

       (hereinafter the “Purchaser”) 

    

  



 OF THE SECOND PART 


WHEREAS: 

 A.          
  Pursuant to an agreement dated April 28, 2004, the Vendor acquired all possessory
  rights necessary for the possession and use of certain lands located in Solidaridad,
  Mexico covering approximately 2120 square metres (the “Entire Property”);

 B.           The
  Purchaser wishes to acquire a portion of the Entire Property as more particularly
  described in Schedule A hereto (the “Purchased Property”). 

 NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration
  of the foregoing and of the mutual covenants and agreement hereinafter provided,
  the parties have AGREED AND DO HEREBY AGREE as follows: 

 1.          
  In consideration of the payment of the Purchase Price the Vendor hereby assigns
  and transfers to the Purchaser all of the Vendor’s right title and interest
  in and to the Purchased Property. 

 2.          
  The Purchase Price shall be $ 80,000.00 U.S. payable as follows: 

	 	 a.      	 $ 30,000.00 in cash of which the Vendor acknowledges
        receipt of advances totalling $ 25,669.41 with the balance of $
        4,330.59 payable on or before December 31, 2004. 

	 	 	 
	 	 b.      	 $50,000.00 by way of an unsecured promissory
        note payable, plus interest accruing at 12% per annum, two years from
        the date of this Agreement. 



 3.           The
  Vendor warrants and represents to the Purchaser that the Vendor holds her interest
  in the Purchased Property free and clear of all liens, charges or encumbrances
  and that the 

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 Vendor has the right to deal with the Purchased Property in
  the manner contemplated by this Agreement. 

 4.           The
  parties acknowledge that a total of nine apartment units (the “Apartment
  Units”) are currently under construction on the portion of the Entire
  Property not included in the Purchased Property (the “Reserved Property”)
  and that the Vendor intends to sell or lease the Apartment Units or portions
  of them to third parties (“Third Party Purchasers”) on completion
  of construction. The parties also acknowledge that septic and water services
  for the Apartment Units must be provided from facilities located on the Purchased
  Property. The Vendor agrees to purchase such services from the Purchaser at
  the rates set out in Schedule B. The Purchaser agrees to continue to provide
  such services on the same terms and conditions to any Third Party Purchasers
  and the Vendor agrees to cause any such Third Party Purchasers to agree to make
  such payments to the Purchaser. 

 5.           The
  Purchaser agrees to grant the Vendor and any persons lawfully occupying the
  Apartment Units, unrestricted access to the road through the Purchased Property.
  The Vendor agrees to grant the Purchaser and any person authorized by the Purchaser
  unrestricted access to the ocean through Reserved Property. 

 6.          
  The Purchaser agrees, for a period of 25 years from the date of this Agreement,
  to provide security, property management services, maintenance and gardening
  to the Entire Property and to maintain the property and gardens at a standard
  equal to the standard maintained by other recreational properties in the Tulum
  area for which the Purchaser shall receive a management/maintenance fee on a
  per Apartment Unit basis as set out in Schedule B. The Vendor agrees to pay
  such management/maintenance fees commencing on completion of construction and
  to cause any Third Party Purchasers to agree to pay such fees. 

 7.           The
  parties agree to enter into such formal documents in Mexico as may be required
  to record and register the Purchaser’s interest in the Purchased Property.
  Pending execution of such documents the Vendor acknowledges that she holds the
  interest in the Purchased Property as trustee for the Purchaser. 

 8.           This
  Agreement shall be governed by and construed in accordance with the laws of
  the Province of British Columbia, Canada. 

 9.           Time
  shall be of the essence of this agreement. 

 10.         This
  Agreement contains the entire agreement of the parties relating to the subject
  matter hereof.

 11.        This
  Agreement supersedes any prior written or oral agreements or understandings
  between the parties relating to the subject matter hereof. 

 12.          No
  modification or amendment of this Agreement shall be valid unless in writing
  and signed by or on behalf of the parties hereto. 

 13.          A
  waiver of the breach of any term or condition of this Agreement shall not be
  deemed to constitute a waiver of any subsequent breach of the same or any other
  term or condition.

 14.          This
  Agreement is intended to be performed in accordance with, and only to the extent
  permitted by, all applicable laws, ordinances, rules and regulations. If any
  provision of this Agreement, or the application thereof to any person or circumstance,
  shall, for any reason and to any 

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 extent, be held invalid or unenforceable, such invalidity
  and unenforceability shall not affect the remaining provisions hereof and the
  application of such provisions to other persons or circumstances, all of which
  shall be enforced to the greatest extent permitted by law.

 15.          The
  Vendor acknowledges and agrees that O'Neill Law Corporation has acted solely
  as legal counsel for the Purchaser and that the Vendor has been advised to obtain
  independent legal advice prior to execution of this Agreement. 

 16.          This
  agreement shall ensure to the benefit of and be binding upon the parties hereto
  and their respective successors and permitted assigns. The Purchaser may not
  assign this agreement without the consent of the Company which consent may be
  unreasonably withheld. 

 17.          This
  Agreement may be executed in one or more counter-parts, each of which so executed
  shall constitute an original and all of which together shall constitute one
  and the same agreement. 

                   IN
  WITNESS WHEREOF the parties have executed this Agreement as of the day first
  above written. 

	SIGNED, SEALED AND DELIVERED

      BY MONICA GALAN-RIOS

      in the presence of: 	 	 
	 	 	 
	 	 	 
	  	 	 /s/ Monica Galan-Rios  
	 Signature  	 	 MONICA GALAN-RIOS  
	 	 	 
	 	 	 
	 	 	 
	 Name  	 	  
	 	 	 
	 	 	 
	 	 	 
	 Address  	 	  
	 	 	 
	 	 	 
	 	 	 
	 RANCHO SANTA MONICA DEVELOPMENTS INC. 
    	 	  
	 by its authorized signatory:  	 	  
	 	 	 
	 	 	 
	 /s/ Graham G. Alexander  	 	  
	 Graham G. Alexander, President  	 	  


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 SCHEDULE "A" 

 to that Agreement dated for reference 

  as of the 29th day of November, 2004 

 DESCRIPTION OF PURCHASED PROPERTY 

 The Western portion (the “Portion”) of the fraction
  of Lot #10 located at Km 8, Carretara a Tulum-Boca Paila Ejido Jose Maria Pino
  Suarez Municipality of Solidaridat Quintana Roo that has measurements of approximately
  15 meters of waterfront by 80 meters deep by 30 meters wide on Carretera Boca
  Paila with the Portion being that portion contained between the Carretera Boca
  Paila and a line drawn between the points which are approximately 39.8 meters
  east of each of the northwest and southwest corners of the property, as shown
  on the attached drawing.

 

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 SCHEDULE "B" 

 to that Agreement dated for reference 

  as of the 29th day of November, 2004 


Fees payable to Purchaser commencing on completion of construction. 

	 Maintenance / Management Fee:  	 $250.00 per unit per month  
	 - Includes security, gardening, maintenance 
    	  
	  	 
	  	 
	  	 
	 Service Fee  	 $50.00 per unit per month  
	 - Water / Septic  	  


 The above fees shall be increased automatically on the anniversary
  date of this Agreement by an amount equal to the estimated percentage increase
  of the Purchaser’s costs of providing services over the cost for the immediately
  preceding year. 

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