OPTION TO PURCHASE AGREEMENT

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

Between:
Costas  Takkas
P.O.  Box  1426

Georgetown,  Grand  Cayman
BWI  Cayman  Islands

(hereinafter  referred  to  as  the  "Optionor")


                                   64

<PAGE>

And:
John  Martin

Suite  133-800,  15355  B  24th  Ave
Surrey,  BC  V4A  2H9

(hereinafter  referred  to  as  the  "Optionee")

Re:     Option to Purchase a 100% interest in the North Mt. Lorne Properties Per
1-10 mineral claims. Grant  Nos. YC 08501-YC08510, Whitehorse Mining District,
Yukon  Territory

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

The title is registered in the name of Costas Takkas  (Optionor).  Optionor owns
100% interest in and to the Title.  John Martin (Optionee) wishes to acquire the
Title under the terms and conditions of this Agreement.  Optionor wishes to sell
a 100% interest in the Title, net of a 2% NSR, to Optionee.

Optionor  warrants that it has the legal right to enter into and consummate this
Agreement.

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

As partial  consideration  for the rights  and  responsibilities  granted by the
Optionor, Optionee agrees to pay to the Optionor the following cash payments:

(a)     US$30,000  deemed  paid  upon  signing  of  this  Agreement
(b)     US$25,000  September  1,  2000

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

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

7.  Optionor  shall  retain a 2% net smelter  royalty  (the  ANSR@),  defined in
standard industry terms, in all metal production from the property controlled by
the Title.

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

9.  Optionee  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,
Optionee  shall  have the  right to deal  with its  potential  right,  title and
interest  in  the  Title  as  long  as  all   obligations  to  Optionor   remain
uninterrupted.

11. This Agreement  shall be governed by the laws of British  Columbia,  Canada.
Any disagreements between the parties,  which cannot be settled amicably,  shall
be governed by a court of competent jurisdiction in British Columbia.

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<PAGE>

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.

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

 By:/s/COSTAS TAKKAS                          By:/s/JOHN MARTIN
       -------------                               -----------
       Costas Takkas                               John  Martin
Dated: December 1, 1998                    Dated:  December 1, 1998
<PAGE>

                               SCHEDULE  A
                      NORTH  MT.  LORNE PROPERTIES

<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.