ex101


     

    MINING
      OPTION AGREEMENT

    


    THIS
      AGREEMENT,
      made as
      of the _____________, 2004

    


    BETWEEN:
      LOCKE B. GOLDSMITH, Geologist (the “Optionor”)

    Of:
      Suite
      502, 595 Howe Street, Vancouver, British Columbia V6C 2T5

    OF
      THE
      FIRST PART

    AND:
      Windy Creek Developments, Inc.

    a
      company
      duly incorporated pursuant to the laws of the State of Nevada, and having as
      office at

    3172
      N.
      Rainbow Blvd., #409, Las Vegas, NV 89108 (the “Optionee”)

    OF
      THE
      SECOND PART

    WHEREAS:

    


    A. 
      The Optionor is the owner of certain mineral claims located in the Nelson Mining
      Division of British Columbia (the “Victory” claims or the
“Property”);

     

    B. 
      The Optionor has agreed to grant an exclusive option to the Optionee to acquire
      an interest in and to the Property, on the terms and conditions hereinafter
      set
      forth;

    


    NOW
      THEREFORE THIS AGREEMENT WITNESSES that in consideration of the sum of $10.00
      now paid by the Optionee to the Optionor (the receipt of which is hereby
      acknowledged), the parties agree as follows:

    


    1.
      DEFINITIONS

    


    For
      the
      purposes of this Agreement the following words and phrases shall have the
      following meanings, namely:

    
      	 	
              (a)
                “Exploration Expenditures” means the sum
                of:

            


    

    (i)
      all
      costs of acquisition and maintenance of the Property, all expenditures on the
      exploration
      and development of the Property, and all other costs and expenses of


    whatsoever
      kind or nature, including those of a capital nature, incurred or chargeable
      by the Optionee with respect to the exploration of the Property,
      and

    


    (ii)
      as
      compensation for general overhead expenses which the Optionee may incur,
      an
      amount equal to 10% of all amounts included in subparagraph (i) in 

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    each
      year
      but only 5% of such amounts when paid by the Optionee under any contract
      involving payments by it in excess of $100,000 in oneyear;

    


    (b)
      “Option” means the option to acquire a 100% undivided interest in and to the
Property
      as provided in this Agreement;

    (c)
      “Option Period” means the period from the date of this Agreement to and
      including the
      date
      of exercise or termination of the Option;

    (d)
      “Property” means the mineral claims described in Schedule “A” hereto including
      any replacement
      or successor claims, and all mining leases and other mining interests


    derived
      from any such claims. Any reference herein to any mineral claim comprising
      the
      Property includes any mineral lease or other interests into which such
      mineral

    claim
      may
      have been converted; 

    (e)
      “Property rights” means all licenses, permits, easements, rights-of-way,
      certificates and
      other
      approvals obtained by either of the parties either before or after the date
      of
      this Agreement
      and necessary for the exploration of the Property;

    (f)
      “Purchase Price” means all cash payments, and Exploration
      Expenditures referred
      to in subsection
      2.2 (a) and (b); and;

    (g) “Royalty”
      means the amount of royalty from time to time payable to the Optionor
hereunder
      pursuant to section 11.

    


    2. 
      GRANT AND EXERCISE OF OPTION

    


    
      	2.1  	
              The
                Optionor grants to the Optionee the exclusive right and option, to
                acquire
                a 100% undivided interest in the Property
                free and clear of all charges, encumbrances and claims, save and
                except
                for those set out herein.

            


    

     

    
      	2.2  	
              The
                Option shall be exercised by the
                Optionee:

            


    

    (a)   
      (i) paying to the Optionor $5000 U.S. forthwith on or before March 31,
      2005;

    (ii)
      paying to the Optionor an additional $25,000 U.S. on or before December 31,
      2005;

    (iii)
      paying to the Optionor an additional $75,000 U.S. on or before December 31,
      2006. 

     

    (b)   
      (i) incurring Exploration Expenditures of $5000 U.S. on the Property on or
      before December
      31, 2004, or if weather does not allow reasonable access to the property at
      that time, the
      work
      to be completed at such other time as agreed by the parties;

    (ii)
      incurring additional Exploration Expenditures of $50,000 U.S. on the Property
      on
      or before
      December 31, 2005;

    (iii)
      incurring additional Exploration Expenditures of $200,000 U.S. on the Property
      on or before
      December 31, 2006.

    


    
      
        
        

      

      
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    The
      Option shall be deemed to be exercised upon the Optionee making all payments
      and
incurring
      all Exploration Expenditures in accordance with this Paragraph 2.2 (a) and
      (b).

     

    
      	2.3  	
              On
                or before October 31 of each subsequent year and for as long as the
                Optionor retains a Royalty
                in the Property either the Optionee or the Owner, as the case may
                be,
                shall incur $250,000 U.S. in Exploration
                Expenditures on the
                Property.

            


    

     

    
      	2.4  	
              In
                the event that the Optionee or the Owner, as the case may be, in
                any of
                the above periods incurs
                more than the specified sum of Exploration Expenditures, the excess
                shall
                be carried forward and applied to the
                Exploration Expenditures to be incurred in succeeding
                periods.

            


    

     

    
      	2.5  	
              In
                the event that the Optionee or the Owner, as the case may be, in
                any of
                the above periods incurs
                less than the specified sum of Exploration Expenditures, it may pay
                to the
                Optionor the difference between the
                amount it actually spent and the specified sum in full satisfaction
                of the
                Exploration Expenditures to be
                incurred.

            


    

     

    
      	2.6  	
              The
                Optionee will not be bound to make any payment under subsection 2.2,
                other
                than the cash payment
                under Paragraph 2.2 (a) (I), but the Option will terminate and either
                the
                Optionee or the Owner, as the case may
                be, will forfeit all previous payments if any payment or Exploration
                Expenditure is not made in accordance with subsections
                2.2 and 2.3.

            


    

     

    3.
CONDITIONS

    The
      obligations of both parties are contained in this Agreement.

    


    4.
      REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR

        4.1
      The Optionor represents and warrants to the Optionee that: 

     

    
      	(a) 
              	
              he
                is, under the laws of British Columbia legally entitled to hold the
                Property and all
                mineral claims comprised therein, and all Property Rights held by
                him and
                will 

              
                remain
                  so entitled until all interests of the Optionor in the Property
                  (other
                  than Royalty) have
                  been duly transferred to the Optionee as contemplated
                  hereby;

              

            


    

    
      	(b)  	
              
                he
                  is, and at the time of each transfer to the Optionee of mineral
                  claims
                  composing the
                  Property pursuant to the exercise of the Option he will be, the
                  recorded
                  holder and 

                beneficial
                  owner of all of the mineral claims compricing the Property free
                  and clear
                  of all liens,
                  charges, and encumbrances, and no taxes or rentals are due in respect
                  of
                  any

                thereof;
                  

              

            


    

     

     

    
      
        
        

      

      
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      	(c)
               	
              
                the
                  mineral claims comprised in the Property have been duly and
                  validly located and recorded
                  pursuant to the Mineral
                  Tenure Act (British
                  Columbia), and, except as specified in Schedule “A”
                  hereto and accepted by the Optionee, are in good standing in the
                  office of
                  the Mining Recorder on the
                  date hereof and until the dates set opposite the respective names
                  thereof
                  in Schedule “A”
hereto;

              

            


    

    
      	(d)  	
              there
                is no adverse claim or challenge against or to the ownership of or
                title
                to any of the mineral claims
                comprising the Property, nor to the knowledge of the Optionor is
                there any
                basis
                therefore, and there are n o outstanding agreements or options to
                acquire
                or purchase
                the Property or any portion thereof, and no person, firm, or corporation
                has any proprietary,
                possessory, royalty or other interest whatsoever in production from
                any of
                the mineral
                claims comprising the
                Property;

            


    

    
      	(e)  	
              there
                are no pending or threatened actions, suits, claims, disputes, or
                proceedings regarding
                the Property nor is he aware if the basis for
                any.

            


    

    
       

    

    
      	4.2 	
              The
                representations and warranties contained in this section are provided
                for
                the exclusive benefit
                of the Optionee, and a breach of any one of more thereof may be waived
                by
                the Optionee in whole or in part at
                any time without prejudice to its rights in respect of any other
                breach of
                the same or any other representation or warranty,
                and the representation and warranties contained in this section shall
                survive the execution of this Agreement
                and of any transfers, assignments, deeds or further documents respecting
                the Property.

            


    

     

    5. 
      REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE

     

    
      	5.1  	
              The
                Optionee represents and warrants to the Optionor
                that: 

            


    

    
      	(a)  	
              it
                has been duly incorporated, amalgamated or continued and validly
                exists as
                a corporation
                in good standing under the laws of its jurisdiction of incorporation,
                
                amalgamation
                  or continuation;

              

            


    

    
      	(b)  	
              it
                is lawfully authorized to hold mineral claims and real property under
                the
                law of the jurisdiction in which the
                Property is situate;

            


    

    
      	(c)  	
              it
                has duly obtained all corporate authorizations for the execution
                of this
                Agreement and for
                the performance of this Agreement by it, and the consummation of
                the
                transactions herein
                contemplated will not conflict with or result in any breach of any
                covenants or agreements
                contained in, or constitute a default under, or result in the creation
                of
                any encumbrance
                under the provisions of the Articles or the constituting documents
                of the
                Optionee
                or any shareholders’ or directors’ resolution, indenture, agreement or
                other instrument
                whatsoever to which the Optionee is a party or by which it is bound
                or to
                which it
                or the Property may be
                subject;

            


    

    
    

    
      	(d)  	
              no
                proceedings are pending for, and the Optionee is unaware of any basis
                for
                the 

            

 

     

    
      
        
        

      

      
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              institution
                of any proceedings leading to, the dissolution or winding up of the
                Optionee or the
                placing of the Optionee in bankruptcy or subject to any other laws
                governing the affairs
                of insolvent corporations;

            


    

     

    
      	5.2 	
              The representations and warranties contained
                in this
                section 5 are provided for the exclusive benefit
                of the Optionor and a breach of any one or more thereof may be waived
                by
                the 

              Optionor
                in whole or in part at any time without prejudice to its rights in
                respect
                of any other breach
                of the same or any other representations warranty; and the representations
                and 

              warranties
                contained in this section shall survive the execution
                hereof.

            


    

     

    6.
      EXERCISE OF OPTION

     

    
      	6.1 	
              The
                Optionee may at any time after it has paid the Purchase Price, exercise
                the Option by delivering a written notice to the Optionor, provided
                always
                that nothing herein shall oblige the Optionee to give such notice.
                

            


    

     

    
      	6.2 	
              If
                and when the Option has been exercised, a 100% undivided right and
                interest in and to the Property shall vest in the Optionee free and
                clear
                of all charges, encumbrances and 
                claims,
                  save and except for the obligations of the Optionee under sections
                  9, 11,
                  and 14.

              

            


    

     

    7. 
      TRANSFER OF PROPERTY

     

    As
      long
      as the Optionor holds a Royalty Interest, the Optionor shall retain title
      documents to he Property. If the Optionor sells all of the Optionor’s Royalty
      Interest, the Optionor shall forthwith deliver to the Optionee duly executed
      transfers of the appropriate interest in the Property, which shall have been
      acquired by the Optionee upon exercise of the Option.

    


    8.
      RIGHT OF ENTRY

    Throughout
      the Option Period the directors and officers of the Optionee and its servants,
      agents and independent contractors, shall have the sole and exclusive right
      in
      respect of the Property to:

      

      	 	
              (a)
                enter thereon;

            


      (b)
        have
        exclusive and quiet possession thereof;

      	 	
              (c)
                do such prospecting, exploration, development and other mining work
                thereon and 

            


      	 	
              thereunder
                as the Optionee in its sole discretion may determine
                advisable;

            


      	 	
              (d)
                bring upon and erect upon the Property such buildings, plant, machinery
                and equipment as 

            


      	 	
              the
                Optionee may deem advisable; and

            


      	 	
              (e)
                remove therefrom and dispose of reasonable quantities of ores, minerals
                and metals for

            


      	 	
              the
                purposes of obtaining assays or making other
                tests.

            


    

     

     

    
      
        
        

      

      
        
          5

        

        
          

        

      

      
        
        

      

    

     

     

    
      	9.  	
              OBLIGATIONS
                OF THE OPTIONEE DURING OPTION
                PERIOD

            


    

     

    During
      the Option Period the Optionee shall:

     

    
      	(a) 	
              maintain
                in good standing those mineral claims comprising the Property that
                are in
                good standing on the date hereof by the doing and filing of assessment
                work or the making of payments in lieu thereof, by the payment of
                taxes
                and rentals, and the performance of other actions which may be necessary
                in that regard and in order to keep such mineral claims free and
                clear of
                all liens and other charges arising from the Optionee’s activities thereon
                except those at the time contested in good faith by the
                Optionee;

            


    

    
      	(b)  	
              permit
                the directors, officers, employees and designated consultants of
                th
                Optionor, at their
                own risk and expense, access to the Property at all reasonable times,
                and
                the Optionor
                agrees to idemnify the Optionee against and to save it harmless from
                all
                costs, claims,
                liabilities and expenses that the Optionee may incur or suffer as
                a result
                of any injury
                (including injury causing death) to any director, officer, employee
                or
                designated consultant
                of the Optionor while on the
                Property;

            


    

    
      	(c)  	do all work on the Property in a good and workmanlike
              fashion and in accordance with all applicable
              laws, regulations, orders and ordinances of any governmental
              authority;


    

    
      	(d)  	
               indemnify and save the Optionor harmless in
                respect of all costs, claims, liabilities and expenses
                arising out of the Optionee’s activities on the Property, but the Optionee
                shall incur
                no obligation hereunder in respect of claims arising or damages suffered
                after termination
                of the Option if upon termination of the Option any workings on or
                

              improvements
                to the Property made by the Optionee are left in a safe
                condition;

            


      	(e)  	
              permit the Optionor, at its own expense, reasonable
                access to the results of the work done on
                the Property during the last completed calendar
                year;

            


      	(f)  	
              deliver
                to the Optionor, forthwith upon receipt thereof, copies of all reports,
                maps, assay results
                and other technical data compiled by or prepared at the direction
                of the
                Optionee with
                respect to the
                property.

            

 

    10. TERMINATION
      OF OPTION BY OPTIONEE

     

    
      	10.1     	
              If
                the Option is terminated otherwise than upon the exercise thereof
                pursuant
                to section 6, the
                Optionee shall:

            


    

    
    

    
      	(a)  	
              leave
                in good standing for a period of at least 12 months from the termination
                of the Option
                Period those mineral claims comprising the Property that are on good
                standing on the
                date hereof and any other mineral claims comprised in the Property
                that
                the Optionee brings
                into good standing after the date
                hereof;

            


    

    
      	(b)  	
              
                deliver
                  or make available at no cost to the Optionor within 90 days of
                  such
                  termination, 

              

            

 

     

    
      
        
        

      

      
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                  all
                    drill core, copies of all reports, maps, assay results and other
                    relevant
                    technical data compiled
                    by, prepared at the direction of, or in the possession of the
                    Optionee
                    with 

                  respect
                    to the Property and not theretofore furnished to the
                    Optionor.

                

              

            


    

     

    
      	10.2  	
              Notwithstanding
                the termination of the Option, the Optionee shall have the right,
                within a
                period of 180 days following the end of the Option Period, to remove
                from
                the Property all buildings, plant, equipment, machinery, tools, appliances
                and supplies which have been brought upon the Property by or on behalf
                of
                the Optionee, and any such property not removed within such 180 day
                period
                shall thereafter become the property of the
                Optionor.

            


    

     

    11
      ROYALTY

    
      	11.1  	
              The
                Optionor reserves for itself and the Optionee grants to the Optionor
                a 2%
                Net Smelter

            


    

    Returns
      royalty (the Royalty), calculated as described below, to be paid quarterly.
      

    


    
      	11.2  	
              The
                Royalty will be calculated by deducting from the gross proceeds received
                from any mint, smelter,
                or other purchaser for the sale of ores, concentrates, or mineral
                products
                produced from the Property, the following
                charges and expenses directly or indirectly
                incurred:

            


    

     

    
      	(a)  	
              sales,
                use, gross receipts, severance, and other taxes, if any, payable
                with
                respect to severance, production, removal, sale, or disposition of
                minerals from the Property, but excluding any taxes on net
                income;

            


    

    
      	(b)  	
              charges
                and costs, if any, for transportation from the mine or mill to places
                where the minerals from the Property are smelted, refined, or sold;
                and

            


    

    
      	(c)  	
              charges,
                costs (including assaying and sampling costs related to smelting
                and
                refining), and all penalties, if any, for smelting and
                refining.

            


    

     

    
      	12.  	
              TRANSFERS

            


    

    12.1
      The
      Optionee may at any time either during the Option Period or thereafter, sell,
      transfer, or otherwise dispose of all or any portion of its interest in and
      to
      the Property and this Agreement provided that any purchaser, grantee or
      transferee of any such interest shall have first delivered to the Optionor
      its
      agreement relating to this Agreement and to the Property,
      containing:

    

      	(a)  	
              a
                convenant by
                such transferee to perform all the obligations of the Optionee to
                be performed
                under this agreement in respect of the interest to be acquired by
                it from
                the 
                Optionee
                  to the same extent as if this Agreement had been originally executed
                  by
                  the Optionee
                  and such purchaser, grantee or transferee as joint and several
                  obligers
                  making joint
                  and several covenants; and

              

            


      	(b) 
              	
              a
                provision subjecting any further sale, transfer or other disposition
                of
                such interest in 

            


    

    
      
      

    

     

    
      
        
        

      

      
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                the
                  Property and this Agreement or any portion thereof to the restrictions
                  contained in this
                  paragraph (a). 

              

            


    

     

    
      	12.2  	
              No
                assignment by the Optionee of any interest less than its entire interest
                in this Agreement and in the Property shall, as between the Optionee
                and
                the Optionor, discharge it from any of its obligations hereunder,
                but upon
                the transfer by the Optionee of the entire interest at the time held
                by it
                in this Agreement, (whether to one or more transferees and whether
                in one
                or in a number of successive transfers), the Optionee shall be deemed
                to
                be discharged from all obligations hereunder save and except for
                the
                fulfillment of contractual commitments accrued due prior to the date
                on
                which the Optionee shall have no further interest in this
                Agreement.

            


    

     

    12.3
      If
      the Optionor should receive a bona fide offer from an independent third party
      (the “Proposed Purchaser”) dealing at arm’s length with the Optionor to purchase
      all or a part of its interest in the Property, which offer the Optionor desires
      to accept, or if the Optionor intends to sell all or a part of its interest
      in
      the Property:

    
      	(a)  	
              The
                Optionor shall first offer (the “Offer”) such interest in writing to the
                Optionee upon terms
                no less favourable than offered by the proposed Purchaser or intended
                to
                be offered by
                the Optionor, as the case may be. 

            


      	(b) 	
              The
                Offer shall specify the price, terms and conditions of such sale,
                the name
                of the Proposed
                Purchaser and shall, in the case of an intended offer by the Optionor,
                disclose the
                person or persons to whom the Optionor intends to offer its interest
                and,
                if the offer received
                by the Optionor from the Proposed Purchaser provides for any consideration
                payable
                to the Optionor otherwise that in cash, the offer shall include the
                Optionor’s good faith
                estimate of the cash equivalent of the non-cash
                consideration.

            


      	(c) 	If within a period of 60 days of the receipt of
              the Offer
              the Optionee notifies the Optionor in writing
              that it will accept the offer, the Optionor shall be bound to sell
              such
              interest to the Optionee
              on the terms and conditions of the offer, If the Offer so accepted
              by the
              Optionee contains
              the Optionor’s good faith estimate of the cash equivalent of the non cash
              consideration
              as aforesaid, and if the Optionee disagrees with the Optionor’s best
              estimate,
              the Optionee shall so notify the Optionor at the time of acceptance
              and
              the Optionee
              shall, in such notice, specify what it considers, in good faith, the
              fair
              cash equivalent
              to be and the resulting total purchase price. If the Optionee so notifies
              the Optionor,
              the acceptance by the Optionee shall be effective and binding upon
              the
              Optionor and
              the Optionee, and the cash equivalent of any such non-cash consideration
              shall be determined
              by binding arbitration and shall be payable by the Optionee, subject
              to
              prepayment
              as hereinafter provided, within 60days following its determination
              by
              arbitration.
              The Optionee shall in such case pay to the Optionor, against receipt
              of an
              absolute
              transfer of clear and unencumbered title to the interest of the Optionor
              being sold,
              the total purchase price which is specified in its notice to the Optionor
              and such 


    

     

     

    
      
        
        

      

      
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                  amount
                    shall be credited to the amount determined following arbitration
                    of the
                    cash equivalent
                    of any non-cash consideration.


                

              

            


    

    
      	(d)  	
              
                If
                  the Optionee fails to notify the Optionor before the expiration
                  of the
                  time limit that it will purchase the interest offered, the Optionor
                  may
                  sell and transfer such interest to the Proposed Purchaser at the
                  price and
                  on the terms and conditions specified in the Offer for a period
                  of 60
                  days, but the terms of this paragraph shall again apply to such
                  interest
                  if the sale to the Proposed Purchaser is not completed within such
                  60
                  days.

              

            


      	(e)  	
              Any
                sale hereunder shall be conditional upon the Proposed Purchaser delivering
                a written undertaking to the Optionee, in form and substance satisfactory
                to its counsel, to be bound by the terms and conditions of this
                Agreement.

            


    

    


    13.
      SURRENDER OF PROPERTY INTERESTS PRIOR TO TERMINATION OF
      AGREEMENT

    The
      Optionee may at any time during the Option Period elect to abandon any one
      or
      more of the mineral claims comprised in the Property by giving notice to the
      Optionor of such intention. Any claims so abandoned shall be in good standing
      under the Mineral
      Tenure Act (British
      Columbia) for at least seven years from the date of abandonment. Upon any such
      abandonment, the mineral claims so abandoned shall for all purposes of this
      Agreement cease to form part of the Property.

     

    14.
      FORCE MAJEURE

    14.1
      If
      the
      Optionee is at any time either during the Option Period or thereafter prevented
      or delayed in complying with any provision of this Agreement by reason of
      strikes, lock-outs, labour shortages, power shortages, fuel shortages, fires,
      wars, acts of God, governmenta regulations restricting normal operations,
      shipping delays or any other reason or reasons, other than lack of funds, beyond
      the control of the Optionee, the time limited for the performance by the
      Optionee of its obligations hereunder shall be extended by a period of time
      equal in length to the period of each such prevention or delay, but nothing
      herein shall discharge the Optionee from its obligations hereunder Paragraph
      11,
      and to maintain the Property in good standing.

     

    14.2
      The
      Optionee shall give prompt notice to the Optionor of each event of force majeure
      and upon cessation of such event shall furnish to the Optionor with notice
      to
      that effect together with particulars of the number of days by which the
      obligations of the Optionee hereunder have been extended by virtue of such
      event
      of force majeure and all preceding events of force majeure.

    


    15.
      CONFIDENTAL INFORMATION

    No
      information furnished by the Optionee to the Optionor hereunder in respect
      of
      the activities carried out on the Property by the Optionee, or related to the
      sale of minerals, ore, bullion or other product derived from the Property,
      shall
      be published or disclosed by the Optionor without the prior written consent
      of
      the Optionee, 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    but
      such
      consent in respect of the reporting of factual data shall not be unreasonably
      withheld, and shall not be withheld in respect of information required to be
      publicly disclosed pursuant to applicable securities or corporation laws,
      regulations or policies.

    


    16.
      ARBITRATION

     
      All
      questions or matters in dispute under this Agreement shall be submitted to
      arbitration pursuant to the terms hereof.

    


    
      	(a) 	
              It
                shall be a condition precedent to the right of any party to submit
                any
                matter to arbitration
                pursuant to the provisions hereof, that any party intending to refer
                any
                

              matter
                to arbitration shall have given not less than 10 days’ prior notice of its
                intention
                to do so to the other party, together with particulars of the matter
                in
                

              dispute.
                On the expiration of such 10 days, the party who gave such notice
                may
                proceed
                to refer the dispute to arbitration as provided in paragraph (c)
                

            


      	(b)  	
              The
                party desiring arbitration shall appoint one arbitrator, and shall
                notify
                the other party 

            


    

    
      	(c)  	
              of
                such appointment, and the other party shall, within 15 days after
                receiving such notice, either consent to the appointment of such
                arbitrator which shall then carry out the arbitration or appoint
                an
                arbitrator, and the two arbitrators so named, before proceeding to
                act,
                shall, within 30 days of the appointment of the last appointed arbitrator,
                unanimously agree on the appointment of a third arbitrator to act
                with
                them and be chairman of the arbitration herein provided for. If the
                other
                party shall fail to appoint an arbitrator within 15days after receiving
                notice of the appointment of the first arbitrator, the first arbitrator
                shall be the only arbitrator. If the two arbitrators appointed by
                the
                parties shall be unable to agree on the appointment of the chairman,
                the
                chairman shall be appointed under the provisions of the
                Commercial Arbitration Act
                of
                British Columbia. Except as specifically otherwise provided in this
                section, the arbitration herein provided for shall be conducted in
                accordance with such Act. The chairman, or in the case where only
                one
                arbitrator is appointed, the single arbitrator, shall fix a time
                and place
                in Vancouver, British Columbia, for the purpose of hearing the evidence
                and representations of the parties, and he shall preside over the
                arbitration and determine all questions and procedure not provided
                for
                under such Act or this section. After hearing any evidence and
                representations that the parties may submit, the single arbitrator,
                or the
                arbitrators, as the case may be, shall make an award and reduce the
                same
                to writing, and deliver one copy thereof to each of the parties.
                The
                expense of the arbitration shall be paid as specified in the
                award.

            


    

    
      	(d)  	
              The
                parties agree that the award of a majority of the arbitrators, or
                in the
                case of a single arbitrator, of such arbitrator, shall be final and
                binding upon each of them.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    17.
      DEFAULT AND TERMINATION

    17.1
      Notwithstanding section 2, if at any time during the Option Period the Optionee
      fails to perform any obligation required to be performed hereunder or is in
      breach of a warranty given herein,which failure or breach materially interferes
      with the implementation of this Agreement, the Optionor may terminate this
      Agreement, but only if:

    
      	(a)  	
              it
                shall have first given to the Optionee a notice of default containing
                particulars of the obligation
                which the Optionee has not performed, or the warranty breached;
                and

            


    

    
      	(b)  	
              the
                Optionee has not, within 45 days following delivery of such notice
                of
                default, cured such default or commenced proceedings to cure such
                default
                by appropriate payment or performance, the Optionee hereby agreeing
                that
                should it so commence to cure any default it will prosecute the same
                to
                completion without undue delay.

            


    

    17.2
      Should the Optionee fail to comply with the provision of subparagraph (b),
      the
      Optionor may thereafter terminate this Agreement by giving notice thereof to
      the
      Optionee.

    


    18.
      NOTICES

     Each
      notice, demand or other communication required or permitted to be given under
      this

    Agreement
      shall be in writing and shall be delivered, telegraphed or telecopied to such
      party at the address for such party specified above. The date of receipt of
      such
      notice, demand or other communication shall be the date of delivery thereof
      if
      delivered or telegraphed or, if given by telecopier, shall be deemed
      conclusively to be the next business day. Either party may at any time and
      from
      time to time notify the other party in writing of a change of address and the
      new address to which notice shall be given to it thereafter until further
      change.

    


    19.
      GENERAL

    19.1
      This
      Agreement constitutes
      the entire agreement between the parties and supersedes and replaces any other
      prior agreement or arrangement, whether oral or written, heretofore existing
      between the parties in respect of the subject matter of this Agreement.


     

    
      	19.2  	
              No
                consent or waiver expressed or implied by either party in respect
                of any
                breach or default by
                the other in the performance by such other of its obligations hereunder
                shall be deemed or construed to be a consent to or a waiver of any
                other
                breach or default. 

            


    

    


    19.3
      The
      parties shall promptly execute or cause to be executed all documents, deeds,
      conveyances and other instruments or further assurance and do such further
      and
      other acts which may be reasonably necessary or advisably to carry out fully
      the
      intent of this Agreement or to record wherever appropriate the respective
      interests from time to time of the parties in the Property.

    
 

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    19.4
      This
      Agreement shall enure to the benefit of and be binding upon the parties and
      their respective successors and permitted assigns.

    


    19.5
      This
      Agreement shall be governed by and construed in accordance with the laws of
      British Columbia.

     

    19.6
      Time
      shall be of the essence in this Agreement.

     

    19.7
      Wherever the neuter and singular is used in this Agreement it shall be deemed
      to
      include the plural, masculine and feminine, as the case may be.

    


    19.8
      Any
      reference in this Agreement to currency shall be deemed to be United States
      of
      America dollars.

     

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

    


    
      	SIGNED, SEALED AND DELIVERED 	)
	BY 	)
	in the presence of: 	)
	
               

            	)
	 	)
	Signature	)
	
               

            	)
	 	)
	Name
              	)
	 	)
	
               

            	)
	Address
              	)
	
               

              SIGNED,
                SEALED AND DELIVERED 

            	)
	BY
              THE AUTHORIZED SIGNATORIES	)
	OF:
              Windy Creek Developments, Inc.	)
	 	 
	 	 


    

    
 

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      “A”

    


    The
      Victory mineral claims located within the Nelson Mining Division of British
      Columbia:

    


    
      
        	CLAIM
                NAME 	TENURE
                NUMBER 	NUMBER
                OF UNITS 	EXPIRY
                DATE
	Udiville 	233677  	1 	 
	Victory 	233693  	1	“
	Victory Fr. & Udiville # 1 	233694 	1 	“
	Last Chance & Udiville # 2 	233695 	1	“
	Lucky Jim Fr.  	233696 	1 	
                “

              
	Lucky Jim  	233697 	1	“


      

    

     

     

    
      
        
        

      

      
        13