EXHIBIT  10.2

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                        ASSIGNMENT OF OPTION TO PURCHASE

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

WHEREAS  Natalma  Industries  Inc.  ("Natalma") a Nevada Corporation, desires to
obtain  an  interest  in  mineral  claims  located  in  British  Columbia;  and

WHEREAS John Martin ("Martin") with an option to purchase a 100% interest in the
North Mt. Lorne Properties,  Per 1-10 mineral claims, Grant No. YC08501-YC08510,
Whitehorse Mining District, Yukon Territory, Canada (the "Title").

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This  Agreement  concerns  the  North Mt. Lorne Properties as defined in Exhibit
"A".

NOW THEREFORE it is agreed between the parties hereto as follows:

1. The Title is registered  to Costas  Takkas  pursuant to an Option to Purchase
Agreement  between Costas Takkas ("Takkas") and John Martin  ("Martin").  Takkas
granted  Martin an option to  purchase a 100%  ownership  interest in the Title,
subject to a 2% Net Smelter Royalty ("NSR") payable to Takkas (the "Option"),  a
copy of which is attached  hereto as Exhibit "A".  Natalma wishes to acquire the
Option to the Title under the terms and  conditions  of this  Agreement.  Martin
wishes to assign its interest in the Option to Natalma.

2.     Martin  warrants  that  he has the legal right and authorization to enter
into  and  consummate  this  Agreement.

3.     Natalma  warrants  that it has the legal right and authorization to
enter  into  and  consummate  this  Agreement.

4.     As  partial  consideration for the rights and responsibilities granted by
Martin,  Natalma  agrees  to  make  the  following cash payments and issuance of
shares:

      (a)      US$30,000  within  30  days  of  signing  the  Agreement.

      (b)      500,000  shares  of  Natalma  common  stock  to  be  issued  upon
               completion  of  Natalma's first  offering.

      (c)      US$25,000  September  1,  1999

5.     Natalma shall complete a minimum $80,000 CDN Phase One work program on or
before  September  1,  1999.

6.     Natalma  will  have the obligation to pay all government taxes related to
the  Title  as  they  become  due.

7. Natalma shall pay Takkas a 2% NSR, defined in standard industry terms, in all
metal production from the property controlled by the Title, directly to Takkas.

8. At such time as Natalma has made US$55,000 in cash  payments,  issued 500,000
shares of its common stock to Martin and financed  all work as  contemplated  in
this  Agreement,  the  ownership  to the Title shall be delivered to Natalma and
Natalma  shall  become the sole owner of the Title,  subject only to the NSR and
the annual advanced royalty payment.

9.  Natalma  shall  be  responsible  for  all  legal  costs  involved  with  the
interpretation  of this Agreement,  or the execution of a more formal Agreement,
and the transfer of Title.

10. Prior to receiving 100% unencumbered right, title and interest in the Title,
Natalma  shall  have the  right to deal  with its  potential  right,  title  and
interest  in the Title as long as all  obligations  to Martin and Takkas  remain
uninterrupted.

11.     This  Agreement  shall  be  governed  by  the  laws of British Columbia,
Canada.   Any  disagreements  between  the  parties,  which  cannot  be  settled

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amicably,  shall  be  governed  by  a court of competent jurisdiction in British
Columbia.

12. The parties hereto agree that,  should it be deemed  appropriate,  they will
execute a more formal agreement covering the terms of this Agreement.

13.     Time  shall  be  of  the  essence  in  this  Agreement.

14.     This  Agreement  supersedes  all other agreements and arrangements among
the  parties,  whether  written  or  verbal.

15.     This  Agreement  may  only  be  amended  in  writing  and signed by both
parties  hereto.

Should the terms of this agreement meet your approval,  kindly  acknowledge with
your signature below.

NATALMA  INDUSTRIES  INC.

/s/  Derick  Sinclair,  President               /s/  John  Martin
     Dated:  December  11,  1998                     Dated: December  11,  1998

                                  SCHEDULE "A"

<TABLE>
<CAPTION>

<S>              <C>             <C>      <C>

Claim Name. . .  Grant #         Units    Expiry Date

---------------  ---------      -------  -------------
Per 1 . . . . .  YC08501          1       12/12/1999
Per 2 . . . . .  YC08502          1       12/12/1999
Per 3 . . . . .  YC08503          1       12/12/1999
Per 4 . . . . .  YC08504          1       12/12/1999
Per 5 . . . . .  YC08505          1       12/12/1999
Per 6 . . . . .  YC08506          1       12/12/1999
Per 7 . . . . .  YC08507          1       12/12/1999
Per 8 . . . . .  YC08508          1       12/12/1999
Per 9 . . . . .  YC08509          1       12/12/1999
Per 10. . . . .  YC085010         1       12/12/1999

</TABLE>

The  claims  are  located  in  the  Whitehorse Mining District, Yukon Territory,
Canada.



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