OPTION AGREEMENT


THIS AGREEMENT is dated for reference the 4th day of October, 2002.


BETWEEN:

               TERRY LONEY
               An Ontario resident with an address at
               326 Penman Avenue
               Garson, Ontario  P3L 1S5


               (the "Optionor")
                                                          OF THE FIRST PART

AND:
               MANCHESTER INC.
               a Nevada corporation with its registered address at
               Suite 880, 50 West Liberty Drive
               Reno, Nevada  89501

               ("Manchester")
                                                             OF SECOND PART


WHEREAS:

A.   The  Optionor  is  the  owner of an undivided 100%  right,  title  and
     interest in and to mineral claims described in this Agreement;

B.   Manchester  wishes to acquire the option to acquire a 80% interest  in
     the  Optionor's  property on the terms and subject to  the  conditions
     contained in this Agreement;


NOW  THEREFORE  THIS  AGREEMENT  WITNESSES that  in  consideration  of  the
premises and the mutual covenants and agreements hereinafter contained, the
parties hereto agree as follows:

1.   DEFINITIONS

1.1  In this Agreement, the following terms will have the meaning set forth
     below:

     (A)"Exploration and Development" means any and all activities comprising
     or undertaken in connection with the exploration and development of the
     Property, the construction of a mine and mining facilities on or in
     proximity to the Property and placing the Property into commercial
     production;

     (B)  "Property" means and includes:

     (i)  the mining claims in the Sudbury Mining District, Ontario, Canada
          listed in Schedule A to this Agreement; and

 (ii) all rights and appurtenances pertaining to the mining claims listed in
  Schedule A, including all water and water rights, rights of way, and
  easements, both recorded and unrecorded, to which the Optionor is entitled;

 (C)  "Property Expenditures" means all reasonable and necessary monies
 expended on or in connection with Exploration and Development as determined
 in accordance with generally accepted accounting principles including,
 without limiting the generality of the foregoing:

 (i)  the cost of entering upon, surveying, prospecting and drilling on the
       Property;

 (ii) the cost of any geophysical, geochemical and geological reports or
     surveys relating to the Property;

(iii)     all filing and other fees and charges necessary or advisable to
keep the Property in good standing with any regulatory authorities having
jurisdiction;

(iv) all rentals, royalties, taxes (exclusive of all income taxes and
mining taxes based on income and which are or may be assessed against any
of the parties hereto) and any assessments whatsoever, whether the same
constitute charges on the Property or arise as a result of the operation
thereon;

v)  the cost, including rent and finance charges, of all buildings,
machinery, tools, appliances and equipment and related capital items that
may be erected, installed and used from time to time in connection with
Exploration and Development;

(vi) the cost of construction and maintenance of camps required for
     Exploration and Development;

(vii)     the cost of transporting persons, supplies, machinery and
equipment in connection with Exploration and Development;

(viii)    all wages and salaries of persons engaged in Exploration and
Development and any assessments or levies made under the authority of any
regulatory body having jurisdiction with respect to such persons or
supplying food, lodging and other reasonable needs for such persons;

(ix) all costs of consulting and other engineering services including
report preparation;

(x)  the cost of compliance with all statutes, orders and regulations
respecting environmental reclamation, restoration and other like work
required as a result of conducting Exploration and Development; and

(xi) all costs of searching for, digging, working, sampling, transporting,
mining and procuring diamonds, other minerals, ores, and metals from and
out of the Property;

2.   OPTION

2.1   The  Optionor  hereby grants to Manchester the  exclusive  right  and
option to acquire an undivided 80% right, title and interest in and to  the
Property  (the "Option") for total consideration consisting  of  a  1%  Net
Smelter  Return  attached  as schedule "C" hereto,  cash  payments  to  the
Optionor  totalling  $8,000 US and the incurrence of Property  Expenditures
totalling $209,800 US to be made as follows:

     (A)  upon execution of this Agreement, the payment to the Optionor  of
          the sum of $8,000 US;

     (B)       by October 31, 2003, the incurrence of Property Expenditures in
       the                amount of $23,800 US;

     (C)       by October 31, 2004, the incurrence of Property Expenditures in
       the  further amount of $186,000 US for total aggregate Property
       Expenditures of $209,800 by October 31, 2004, provided that
       any Property Expenditures incurred prior to October 31, 2003 which
       are in excess of $23,800 will be applied to the further required
       amount of $186,000.

2.2   Upon  making the cash payments and Property Expenditures as specified
in  Paragraph 2.1, Manchester shall have acquired an undivided  80%  right,
title and interest in and to the Property.

2.3   This  Agreement is an option only and the doing of  any  act  or  the
making of any payment by Manchester shall not obligate Manchester to do any
further acts or make any further payments.

3.   TRANSFER OF TITLE

3.1   Upon  execution of this Agreement, Manchester shall  be  entitled  to
record this Agreement against title to the Property.

3.2   Upon  making the cash payments and Property Expenditures as specified
in  Paragraph 2.1, the Optionor shall deliver to Manchester a duly executed
bill  of  sale  or  quit  claim deed and such other executed  documents  of
transfer  as  required,  in the opinion of Manchester's  lawyers,  for  the
transfer of an undivided 80% interest in the Property to Manchester.

4.   JOINT VENTURE

4.1   Upon  Manchester  acquiring an interest in the Property  pursuant  to
paragraph 2.1, the Optionor and Manchester agree to join and participate in
a  single  purpose joint venture ( the "Joint Venture") for the purpose  of
further  exploring  and  developing and, if  economically  and  politically
feasible,  constructing and operating a mine on the  Property.   The  Joint
Venture  shall be governed by an agreement which shall be in  the  form  of
joint venture agreement attached as Schedule B hereto.

5.
     RIGHT OF ENTRY

5.1   During  the  currency  of this Agreement, Manchester,  its  servants,
agents  and  workmen and any persons duly authorised by  Manchester,  shall
have  the right of access to and from and to enter upon and take possession
of  and  prospect,  explore  and develop the Property  in  such  manner  as
Manchester  in  its sole discretion may deem advisable for the  purpose  of
incurring  Property Expenditures as contemplated by Section  2,  and  shall
have  the  right  to remove and ship therefrom ores, minerals,  metals,  or
other products recovered in any manner therefrom.

6.   COVENANTS OF MANCHESTER

6.1  Manchester covenants and agrees that:

     (A)  during the term of this Agreement, Manchester shall keep the Property
          clear of all liens, encumbrances and other charges and shall keep the
          Optionor indemnified in respect thereof;

     (B)  Manchester shall carry on all operations on the Property in a good and
workmanlike manner and in compliance with all applicable governmental
regulations and restrictions including but not limited to the posting of
any reclamation bonds as may be required by any governmental regulations or
regulatory authorities;

     (C)  during the term of the option herein, Manchester shall pay or cause to
be paid any rates, taxes, duties, royalties, workers' compensation or other
assessments or fees levied with respect to its operations thereon and in
particular Manchester shall pay the yearly claim maintenance payments
necessary to maintain the claims in good standing;

     (D)  Manchester  shall  maintain books of account in  respect  of  its
expenditures and operations on the Property and, upon reasonable notice,
shall make such books available for inspection by representatives of the
Optionor;

  (E)  Manchester shall allow any duly authorised agent or representative of
the Optionor to inspect the Property at reasonable times and intervals and
upon reasonable notice given to Manchester, provided however, that it is
agreed and understood that any such agent or representative shall be at his
own risk in respect of, and Manchester shall not be liable for, any injury
incurred while on the Property, howsoever caused;

  (F)  Manchester shall allow the Optionor access at reasonable times to all
maps, reports, sample results and other technical data prepared or obtained
by Manchester in connection with its operations on the Property;

  (G)  Manchester shall indemnify and save the Optionor harmless of and from
       any and all costs, claims, loss and damages whatsoever incidental to or
       arising out of any work or operations carried out by or on behalf of
       Manchester on the Property, including any liability of an environmental
       nature.

7.   REPRESENTATIONS AND WARRANTIES

7.1  The Optionor hereby represents and warrants that:

     (A)  the  Property is in good standing with all regulatory authorities
having jurisdictions and all required claim maintenance payments have been
made;

     (B)  it has not done anything whereby the mineral claims comprising the
          Property may be in any way encumbered;

     (C)  it has full corporate power and authority to enter into this Agreement
          and the entering into of this Agreement does not conflict with any
          applicable laws or with its charter documents or any contract or other
          commitment to which it is party; and

     (D)  the execution of this Agreement and the performance of its terms have
          been duly authorised by all necessary corporate actions including the
          resolution of its Board of Directors.

7.2  Manchester hereby represents and warrants that:

     (A)  it has full corporate power and authority to enter into this Agreement
          and the entering into of this Agreement does not conflict with any
          applicable laws or with its charter documents or any contract or other
          commitment to which it is party; and

     (B)  the execution of this Agreement and the performance of its terms have
          been duly authorised by all necessary corporate actions including the
          resolution of its Board of Directors.

8.   ASSIGNMENT

8.1   With  the  consent  of the other party, which consent  shall  not  be
unreasonably withheld, Manchester and the Optionor has the right to  assign
all  or  any part of its interest in this Agreement and or in the Property,
subject  to  the terms and conditions of this Agreement.   It  shall  be  a
condition  precedent  to  any such assignment  that  the  assignee  of  the
interest  being  transferred  agrees to be  bound  by  the  terms  of  this
Agreement, insofar as they are applicable.

9.   CONFIDENTIALITY OF INFORMATION

9.1   Each  of  Manchester and the Optionor shall treat all data,  reports,
records  and  other information of any nature whatsoever relating  to  this
Agreement  and the Property as confidential, except where such  information
must be disclosed for public disclosure requirements of a public company.

10.  TERMINATION

10.1  Until such time as Manchester has acquired an undivided 80%  interest
in  the Property pursuant to Section 2, this Agreement shall terminate upon
any of the following events:

     (A)  upon the failure of Manchester to make a payment or incur Property
Expenditures required by and within the time limits prescribed by Paragraph 2.1;

     (B)  in the event that Manchester, not being at the time in default under
          any provision of this Agreement, gives 30 day's written notice to the
          Optionor of the termination of this Agreement;

     (C)  in the event that Manchester shall fail to comply with any of its
obligations hereunder, other than the obligations contained in Paragraph
2.1, and subject to Paragraph 11.1,  and within 30 days of receipt by
Manchester of written notice from the Optionor of such default, Manchester
has not:

i)  cured such default, or commenced proceedings to cure such default and
    prosecuted same to completion without undue delay; or

ii) given the Optionor notice that it denies that such default has
    occurred.

 (D)  delivery of notice of termination by Manchester pursuant to Paragraph
 2.1 in the event the Geological Report is not acceptable;

     (E)  the inability of Manchester to complete the private placement referred
          to in Paragraph 2.1(c).

In the event that Manchester gives notice that it denies that a default has
occurred, Manchester shall not be deemed in default until the matter  shall
have  been  determined finally through such means of dispute resolution  as
such matter has been subjected to by either party.

10.2 Upon  termination of  this Agreement under Paragraph 10.1,  Manchester
     shall:

     (A)  transfer any interest in title to the Property, in good standing to
          the Optionor free and clear of all liens, charges, and encumbrances;

     (B)  turn over to the Optionor copies of all maps, reports, sample results,
 contracts and other data and documentation in the possession of Manchester
 or, to the extent within Manchester's control, in the possession of its
 agents, employees or  independent contractors, in connection with its
 operations on the Property; and

     (C)  ensure that the Property is in a safe condition and complies with all
          environmental and safety standards imposed by any duly authorised
          regulatory authority.

10.3   Upon  the  termination  of  this  Agreement  under  Paragraph  10.1,
Manchester  shall  cease to be liable to the Optionor in debt,  damages  or
otherwise  save  for  the  performance of those of  its  obligations  which
theretofore  should  have been performed, including  those  obligations  in
Paragraph 10.2.

10.4  Upon  termination  of  this Agreement, Manchester  shall  vacate  the
Property  within a reasonable time after such termination, but  shall  have
the  right  of access to the Property for a period of six months thereafter
for  the  purpose  of  removing  its  chattels,  machinery,  equipment  and
fixtures.

11.  FORCE  MAJEURE

11.1  The  time  for performance of any act or making any  payment  or  any
expenditure required under this Agreement shall be extended by  the  period
of  any  delay  or  inability  to  perform due  to  fire,  strikes,  labour
disturbances,  riots, civil commotion, wars, acts of God,  any  present  or
future  law or governmental regulation, any shortages of labour,  equipment
or  materials, or any other cause not reasonably within the control of  the
party in default, other than lack of finances.

12.  REGULATORY APPROVAL

12.1  If  this Agreement is subject to the prior approval of any securities
regulatory bodies, then the parties shall use their best efforts to  obtain
such regulatory approvals.

13.  NOTICES

13.1  Any  notice, election, consent or other writing required or permitted
to be given hereunder shall be deemed to be sufficiently given if delivered
or  mailed  postage prepaid or if given by telegram, telex  or  telecopier,
addressed as follows:

     In the case of the Optionor:       Terry Loney
                                   326 Penman Avenue
                                   Garson, Ontario
                                   Canada  P3L 1S5

                                   Telecopier: (705) 693-7705

     In the case of Manchester :        Manchester Inc.
                                   #200-675 West Hastings Street
                                   Vancouver, BC
                                   Canada  V6B 1N2

Telecopier: (604) 681-7622


and  any such notice given as aforesaid shall be deemed to have been  given
to  the  parties hereto if delivered, when delivered, or if mailed, on  the
third  business  day  following the date of mailing,  or,  if  telegraphed,
telexed  or  telecopied, on the same day as the telegraphing,  telexing  or
telecopying thereof PROVIDED HOWEVER that during the period of  any  postal
interruption in Canada any notice given hereunder by mail shall  be  deemed
to have been given only as of the date of actual delivery of the same.  Any
party may from time to time by notice in writing change its address for the
purposes of this Paragraph 13.1.

14.  GENERAL TERMS AND CONDITIONS

14.1  The  parties hereto hereby covenant and agree that they will  execute
such further agreements, conveyances and assurances as may be requisite, or
which  counsel for the parties may deem necessary to effectually carry  out
the intent of this Agreement.

14.2  This  Agreement  shall constitute the entire  agreement  between  the
parties  with  respect to the Property.  No representations or  inducements
have  been  made  save  as  herein set forth.  No changes,  alterations  or
modifications  of this Agreement shall be binding upon either  party  until
and unless a memorandum in writing to such effect shall have been signed by
all  parties hereto.  This Agreement shall supersede all previous  written,
oral  or  implied understandings between the parties with  respect  to  the
matters covered hereby.

14.3 Time shall be of the essence of this Agreement.

14.4  The  titles to the sections in this Agreement shall not be deemed  to
form  part of this Agreement but shall be regarded as having been used  for
convenience of reference only.

14.5  Unless  otherwise noted, all currency references  contained  in  this
Agreement shall be deemed to be references to United States funds.

14.6  Wherever  possible,  each  provision  of  this  Agreement  shall   be
interpreted  in  such manner as to be effective and valid under  applicable
law,  but  if  any  provision shall be prohibited by or  be  invalid  under
applicable law, such provision shall be ineffective only to the  extent  of
such  prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.

14.7  The  Schedules to this Agreement shall be construed with  and  as  an
integral  part  of this Agreement to the same extent as if  they  were  set
forth verbatim herein.

14.8 Defined terms contained in this Agreement shall have the same meanings
where used in the Schedules.


           [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

14.9 This Agreement shall be governed by and interpreted in accordance with
the laws of British Columbia and the laws of Canada applicable therein.

14.10     This Agreement shall enure to the benefit of and be binding  upon
the  parties  hereto and their respective heirs, executors, administrators,
successors and assigns.

WITNESS  WHEREOF this Agreement has been executed by the parties hereto  as
of the day and year first above written.


TERRY LONEY

/s/ Terry Loney
______________________________
Signature of Authorised Signatory

Terry Loney
______________________________
Name of Authorised Signatory

______________________________
Position of Authorised Signatory



MANCHESTER INC.
by its authorised signatory:

/s/ Jackson Buch
______________________________
Signature of Authorised Signatory

Jackson Buch
______________________________
Name of Authorised Signatory

President
______________________________
Position of Authorised Signatory




                               SCHEDULE "A"






                           PROPERTY DESCRIPTION

                G.P.S. CO-ORDINATES:  5166000N and 522000E
                          SUDBURY MINING DISTRICT
                                  ONTARIO
                                  CANADA

List of Claims




     CLAIM NUMBERS            TOWNSHIP/AREA          CURRENT EXPIRY DATE

    3004260 - 9 UNITS           MACLENNAN          AUGUST 24, 2004
    3004261 - 2 UNITS           MACLENNAN          AUGUST 24, 2004





















                         SCHEDULE "B"


                    JOINT VENTURE AGREEMENT


EXPLORATION JOINT VENTURE AGREEMENT


THIS AGREEMENT made as of the ** day of **, 20**.


BETWEEN:

               TERRY LONEY
                                an Ontario resident with an address at
               326 Penman Avenue
               Garson, Ontario  P3L 1S5

               (the "Optionor")
                                                          OF THE FIRST PART

AND:
               MANCHESTER INC.
               a Nevada corporation with its registered address at
               Suite 880, 50 West Liberty Drive,
               Reno, Nevada  89501

               ("Manchester")
                                                         OF THE SECOND PART




WHEREAS:

A.         Manchester  owns a 80% and the Terry Loney owns a 20%  undivided
right, title and interest in and to the Property;

B.         The  parties  wish to create a joint venture to  carry  out  the
continued  exploration  of the Property on the terms  and  subject  to  the
conditions hereinafter set forth;

C.        The parties have agreed that, if following the completion of such
exploration  a Feasibility Report is prepared which recommends placing  the
Property  into  commercial production, they will  negotiate  and  settle  a
further  joint  venture agreement for the development and  placing  of  the
Property into commercial production;

NOW  THEREFORE  THIS  AGREEMENT  WITNESSES that  in  consideration  of  the
premises, and of the mutual covenants and agreements herein contained,  the
parties hereto have agreed and do hereby agree as follows:

1.        DEFINITIONS

1.1        In  this Agreement, including the Recitals and Schedules  hereto
the following words and expressions shall have the following meanings:

     (a)  "Affiliate" shall have the same meaning as under the Company  Act
          (British Columbia) as at the date hereof;

     (b)  "Agreement"  means this Joint Venture Agreement as  amended  from
          time to time;

     (c)  "Costs"  means  all items of outlay and expense whatsoever,  both
          direct  and indirect incurred by or on behalf of the parties,  in
          connection  with  the Property, the exploration  and  development
          thereof and expenses in respect of the Feasibility Report;

     (d)  "Feasibility  Report"  means a detailed  written  report  of  the
          results  of a comprehensive study on the economic feasibility  of
          placing  the  Property  or  a  portion  thereof  into  commercial
          production  and  shall  include a reasonable  assessment  of  the
          mineral  ore  reserves  and  their amenability  to  metallurgical
          treatment,  a  description of the work,  equipment  and  supplies
          required  to  bring  the  Property  or  a  portion  thereof  into
          commercial   production  and  the  estimated  cost   thereof,   a
          description of the mining methods to be employed and a  financial
          appraisal  of the proposed operations supported by an explanation
          of the data used therein;

     (e)  "Interest"  means  the undivided beneficial  percentage  interest
          from  time to time of a party in the Joint Venture, the Property,
          and Mineral Products, as set out hereunder;

     (f)  "Joint Venture" means the joint venture created pursuant to  this
          Agreement;

     (g)  "Management Committee" means the committee of representatives  of
          the  parties to this Agreement constituted in accordance with the
          provisions of article 5 to manage or supervise the management  of
          the business and affairs of the Joint Venture;

     (h)  "Mineral  Products" means the end products derived from operating
          the Property as a mine;

     (i)  "Net  Profits"  shall mean net profits calculated  in  accordance
          with Schedule "B" hereto;
     (j)  "Operator" means the operator appointed pursuant to article 6;

     (k)  "Other  Tenements" means all surface rights of and to  any  lands
          within  or outside the Property including surface held in fee  or
          under  lease, licence, easement, right of way or other rights  of
          any kind (and all renewals, extensions and amendments thereof  or
          substitutions therefor) acquired by or on behalf of  the  parties
          with respect to the Property;

     (l)  "Program" means a plan, including budgets, for the Project or any
          part thereof as approved by the Management Committee pursuant  to
          this Agreement;

     (m)  "Project"  means the exploration and development of the  Property
          and preparation and delivery of a Feasibility Report;

     (n)  "Property"  means those certain mining claims and related  rights
          and interests set out and more particularly described in Schedule
          "A"  hereto  and  Other Tenements and shall include  any  renewal
          thereof  and  any form of substitute or successor title  thereto;
          and

     (o)  "Royalty" shall mean a royalty on the Net Profits calculated  and
          paid in accordance with Schedule "B" hereto.

2.        REPRESENTATIONS AND WARRANTIES

2.1       Manchester represents to Terry Loney that:

     (a)  it  is the legal and beneficial owner of a 80% Interest free  and
          clear of all liens, charges and encumbrances; and

     (b)  save  and except as set out herein, there is no adverse claim  or
          challenge against or to the ownership of or title to Manchester's
          Interest or any portion thereof, nor is there any basis therefor,
          and there are no outstanding agreements or options to acquire  or
          purchase Manchester's  Interest or any portion thereof.

2.2       Terry Loney represents to Manchester that:

     (a)  it  is the legal and beneficial owner of a 20% Interest free  and
          clear of all liens, charges and encumbrances; and

     (b)  save  and except as set out herein, there is no adverse claim  or
          challenge  against  or  to the ownership of  or  title  to  Terry
          Loney's  Interest or any portion thereof, nor is there any  basis
          therefor,  and there are no outstanding agreements or options  to
          acquire  or  purchase  Terry  Loney's  Interest  or  any  portion
          thereof.

2.3       Each of the parties represents to the other that:

     (a)  it   is  a  company  duly  incorporated,  organized  and  validly
          subsisting under the laws of its incorporating jurisdiction;

     (b)  it  has  full  power and authority to carry on its  business  and
          enter  into  this  Agreement  and  any  agreement  or  instrument
          referred  to or contemplated by this Agreement and to  carry  out
          and perform all of its obligations hereunder;

     (c)  it  has  duly  obtained  all  corporate  authorizations  for  the
          execution,  delivery and performance of this  Agreement  and  the
          consummation  of  the transactions herein contemplated,  and  the
          execution,  delivery and performance of this  Agreement  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, lien or charge  under  the
          provisions   of  its  constating  documents  or  any   indenture,
          agreement or other instrument whatsoever to which it is  a  party
          or  by  which it is bound or to which it may be subject and  will
          not contravene any applicable laws.

2.4        The  representations  and warranties hereinbefore  set  out  are
conditions  on  which  the  parties  have  relied  in  entering  into  this
Agreement, are to be construed as both conditions and warranties and shall,
regardless of any investigation which may have been made by or on behalf of
any  party  as  to  the  accuracy of such representations  and  warranties,
survive the closing of the transactions contemplated hereby and each of the
parties  will indemnify and save the other harmless from all loss,  damage,
costs, actions and suits arising out of or in connection with any breach of
any  representation or warranty contained in this Agreement and each  party
shall  be  entitled, in addition to any other remedy to  which  it  may  be
entitled,  to set off any such loss, damage or costs suffered by  it  as  a
result of any such breach against any payment required to be made by it  to
the other party hereunder.

3.        PURPOSE AND CREATION OF THE JOINT VENTURE

3.1        The  parties agree each with the other to use their best efforts
to explore and develop the Property with the goal of eventually putting the
Property   into   commercial  production  should   a   Feasibility   Report
recommending commercial production be obtained and a decision  to  commence
commercial  production be made, which Feasibility Report and decision  have
not,  at  the  date of this Agreement, been obtained or made and  for  this
purpose hereby agree to associate and participate in a single purpose joint
venture  to  carry  out all such acts which are necessary  or  appropriate,
directly or indirectly, to carry out the Project.

3.2        The parties have not created a partnership and nothing contained
in  this  Agreement shall in any manner whatsoever constitute a  party  the
partner,  agent or legal representative of any other party  or  create  any
fiduciary relationship between them for any purpose whatsoever.   No  party
shall  have  any  authority  to act for or to  assume  any  obligations  or
responsibility on behalf of any other party except as may be, from time  to
time,  agreed upon in writing between the parties or as otherwise expressly
provided.

3.3        The rights and obligations of each party shall be in every  case
several and not joint or joint and several.

3.4        Beneficial ownership of the Property shall remain in each  party
in  proportion  to  its  respective Interest and any  legal  title  to  the
Property  held  by  any  party shall be subject  to  this  Agreement.   All
property held, acquired or contributed by or on behalf of the parties under
or pursuant to this Agreement shall be beneficially owned by the parties as
tenants in common in proportion to their respective Interests.

3.5        Each party shall make available its Interest exclusively for the
purposes  of the Project and, in particular, each party agrees to  grant  a
mortgage,  charge,  lien or other encumbrance on, or any security  interest
in, its Interest to and in favour of any lender to facilitate financing  of
the Project or any portion thereof.

3.6        The  rights  and obligations of the parties created  under  this
Agreement  shall  be  strictly limited to the  Project  and  shall  not  be
extended  by  implication or otherwise, except with the  unanimous  written
consent of the parties.

3.7        Except as may be otherwise expressly provided in this Agreement,
nothing  herein shall restrict in any way the freedom of any party,  except
with  respect  to its Interest, to conduct as it sees fit any  business  or
activity  whatsoever,  including  the development  or  application  of  any
process,   and  the  exploration  for,  development,  mining,   extraction,
production,  handling,  processing  or  any  treatment,  transportation  or
marketing  of  any  ore, mineral or other product for  any  other  purpose,
without any accountability to any other party.

3.8        Each  party  shall  do  all things  and  execute  all  documents
necessary  in  order  to  maintain the Property and  the  Project  in  good
standing  provided  that  all Costs need only  be  met  by  each  party  in
proportion to its Interest.

3.9       Except as may be otherwise expressly specified in this Agreement,
each  party,  in  proportion  to its Interest,  shall  indemnify  and  hold
harmless  each other party and each director, officer, employee, agent  and
representative  of  each  other party, from and against  any  claim  of  or
liability  to  any  third person asserted on the ground that  action  taken
under  this Agreement has resulted in or will result in any loss or  damage
to  such third person to the extent, but only to the extent,that such claim
or  liability is paid by such other party in the amount in excess  of  that
amount  payable by reason of such other party's Interest, but the foregoing
shall not prejudice any claim of any party against the Operator.

3.10      Each party covenants and agrees with the other:

     (a)  to   perform  or  cause  to  be  performed  its  obligations  and
          commitments  under  this  Agreement  and,  without  limiting  the
          generality  of the foregoing, to pay Costs in proportion  to  its
          Interest except as may be otherwise provided in article 4 hereof;

     (b)  not  to engage either alone or in association with others in  any
          activity  in  respect of the Property or the  Project  except  as
          provided or authorized by this Agreement.

4.        DILUTION

4.1        Upon formation of the Joint Venture, Manchester shall be  deemed
to  have incurred Costs of $217,800 and Terry Loney to have incurred  Costs
of $43,560.

4.2        The  respective  Interests of the parties shall  be  subject  to
variation from time to time in the event:

     (a)  of failure by a party to pay its proportionate share of Costs;

     (b)  subject to section 8.6 hereof, of the election by a party not  to
          participate in a Program; or

     (c)  subject to section 8.6 hereof, of the election by a party to  pay
          less  than  its  proportionate share of Costs  in  respect  of  a
          Program adopted by the Management Committee.

4.3        Upon  the happening of any of the events set forth in subsection
4.2  hereof,  each  party's Interest shall be varied to equal  the  product
obtained by multiplying 100% by a fraction of which the numerator shall  be
the  amount of Costs paid by such party and of which the denominator  shall
be the total amount of Costs paid by all parties.  For the purposes of this
section,  the amount of Costs paid by a party shall include the  amount  of
Costs deemed to have been paid by that party as set forth in section 4.1.

4.4       In the event that a party's Interest is reduced to 5% or less  by
the  operation of section 4.3 hereof, such party shall forfeit its Interest
to  the  other party and shall receive as consideration therefor a  Royalty
equal  to  2% of Net Profits payable within 60 days after the end  of  each
calendar  quarter.  If, as a result of such forfeiture, one  party  has  an
Interest equal to 100% the Joint Venture shall terminate.

5.        MANAGEMENT COMMITTEE

5.1        A Management Committee, consisting of one representative of each
party, and one or more alternate representatives, shall be constituted  and
appointed  forthwith  after  the  formation  of  the  Joint  Venture.   The
Management  Committee  shall manage, or supervise the  management  of,  the
business  and  affairs  of the Joint Venture and shall  exercise  all  such
powers and do all such acts as the Joint Venture may exercise and do.   The
Management Committee shall meet within 15 days of its constitution and  may
otherwise  meet  at  such  places as it thinks  fit  for  the  dispatch  of
business,  adjourn and otherwise regulate its meetings and  proceedings  as
the  members  thereof deem fit.  The Chairman of all meetings  shall  be  a
representative  of  the Operator.  Matters decided at any  meeting  of  the
Management  Committee shall be decided by a simple majority of  votes  with
each  party's representatives being entitled to cast that number  of  votes
which is equal to that party's Interest, and, in the case of an equality of
votes, the dispute shall be referred to arbitration pursuant to article 20.
Unless  agreed  to in writing by the parties hereto, all  meetings  of  the
Management  Committee  shall be held in Vancouver, British  Columbia.   Any
meetings may, if both parties so consent, be held by conference telephone.

5.2        A  quorum  for  any  meeting of the Management  Committee  shall
consist of a representative or representatives of a party or parties  whose
Interests  aggregate equal to or in excess of 95%.  No business other  than
the  election of a chairman, if any, and the adjournment or termination  of
the  meeting  shall  be  dealt  with if a quorum  is  not  present  at  the
commencement  of the meeting but the quorum need not be present  throughout
the meeting.  A meeting at which a quorum is not present shall be adjourned
to  the  same  time and place one week later at which adjourned  meeting  a
quorum shall be one representative of a party.

5.3        A  meeting  of  the Management Committee at which  a  quorum  is
present  shall  be  competent to exercise all or any  of  the  authorities,
powers  and  discretion  bestowed upon the  Management  Committee  in  this
Agreement.

5.4        No  questions  submitted  to the Management  Committee  need  be
seconded  and  the chairman, if any, of the meeting shall  be  entitled  to
submit the questions.

5.5       The decision on any matter evidenced by the consent in writing of
the  representatives of all parties shall be as valid as  if  it  had  been
decided  at  a  duly  called and held meeting of the Management  Committee.
Each  written  consent may be signed in counterparts each consented  to  in
writing  by one or more representatives which together shall be  deemed  to
constitute one consent.

5.6        At the time of any decision by the Management Committee to adopt
a  Program,  the  parties  shall, subject to the provisions  of  article  8
hereof,  pay  their  proportionate share of the  estimated  Costs  of  such
Program  by  depositing  the same into the interest  bearing  bank  account
opened and maintained pursuant to section 5.7 hereof.

5.7        The  Operator shall open and maintain an interest  bearing  bank
account with a Canadian Chartered bank in the name of the Joint Venture and
shall  use  the  funds  on deposit therein for the purposes  of  the  Joint
Venture.   The Operator shall appoint signing officers on the said  account
as shall be required and shall advise the parties of the particulars of the
said account.

5.8        Each of the parties hereby agree that any interest earned on any
sums  deposited  in  the  bank account opened and  maintained  pursuant  to
section  5.7  hereof  shall  be shared in proportion  to  their  respective
Interests.

5.9        If  the Operator fails to do so, any party (the "Paying  Party")
may  pay any reasonable Costs due to maintain the Property in good standing
and the other party shall, in proportion to its Interest and within 15 days
of  being given notice of such payment, reimburse the Paying Party for such
payment, failing such reimbursement the party not paying shall forfeit  its
Interest to the Paying Party and this Agreement shall terminate.

5.10       At any time during the currency of this Agreement the Management
Committee  may  cause a Feasibility Report to be prepared by a  substantial
and  well  recognized  Canadian  engineering  firm  in  such  form  as  the
Management   Committee  may  require.   The  Management  Committee   shall,
forthwith upon receipt of a Feasibility Report, provide each of the parties
with a copy thereof.  Upon request of any party and at reasonable intervals
and  times  the  parties  shall meet in order to  discuss  the  Feasibility
Report.

6.        OPERATOR

6.1        The  initial Operator shall be Terry Loney, which shall continue
as  operator until changed pursuant to section 8.2 or by a decision of  the
Management  Committee with parties representing Interests of  75%  or  more
voting  in favour.  If the Operator has failed to perform in a manner  that
is  consistent with good mineral exploration and development practice or is
in default of its duties and responsibilities under this Agreement, and the
Management  Committee or the other party has given to the Operator  written
notice setting forth particulars of the Operator's default and the Operator
has  not within 30 days of such notice commenced to remedy the default  and
thereafter to proceed continuously and diligently to complete all  required
remedial action the other party shall become the Operator.

6.2       The Operator may at any time on 60 days' notice to the Management
Committee resign as Operator, in which event the Management Committee shall
select  another  party or person to be Operator upon  the  30th  day  after
receipt of the Operator's notice of resignation or such sooner date as  the
Management  Committee may establish and give notice  of  to  the  resigning
Operator.    The  resigning  Operator  shall  thereupon  be  released   and
discharged  from all its duties and obligations as Operator on the  earlier
of  those  dates  save  only as to those duties  and  obligations  that  it
theretofore should have performed.

6.3        Upon  the Operator making a voluntary or involuntary  assignment
into  bankruptcy or taking advantage of any legislation for the  winding-up
or  liquidation  of  the  affairs of insolvent or  bankrupt  companies  the
Operator  shall automatically cease to be the Operator and the other  party
or its nominee appointed as Operator.

6.4        The  new  Operator  shall  assume all  of  the  rights,  duties,
obligations and status of the Operator as provided in this Agreement, other
than the previous Operator's Interest, if any, without obligation to retain
or  hire  any  of the employees of the former Operator or to indemnify  the
former Operator for any costs or expenses which the previous Operator  will
incur  as a result of the termination of employment of any of its employees
resulting  from  this  change of Operator, and shall  continue  to  act  as
Operator until its replacement or resignation.

6.5        The Operator shall be paid by the Joint Venture, as compensation
for general overhead expenses which the Operator may incur, an amount equal
to  10% of all Costs in each year but only 5% of Costs paid by the Operator
under  any contract involving payments by it in excess of $100,000  in  one
year.

7.        POWERS, DUTIES AND OBLIGATIONS OF OPERATOR

7.1       Subject to the control and direction of the Management Committee,
the  Operator  shall have full right, power and authority to do  everything
necessary  or  desirable  to carry out a Program and  the  Project  and  to
determine  the  manner of exploration and development of the Property  and,
without  limiting  the generality of the foregoing, the  right,  power  and
authority to:

     (a)  regulate  access  to the Property subject only to  the  right  of
          representatives of the parties to have access to the Property  at
          all  reasonable  times for the purpose of inspecting  work  being
          done thereon but at their own risk and expense;

     (b)  employ   and   engage  such  employees,  agents  and  independent
          contractors  as it may consider necessary or advisable  to  carry
          out  its  duties and obligations hereunder and in this connection
          to  delegate any of its powers and rights to perform  its  duties
          and  obligations hereunder, but the Operator shall not enter into
          contractual relationships with a party except on terms which  are
          commercially competitive;

     (c)  execute all documents, deeds and instruments, do or cause  to  be
          done all such acts and things and give all such assurances as may
          be necessary to maintain good and valid title to the Property and
          each  party hereby irrevocably constitutes the Operator its  true
          and  lawful  attorney to give effect to the foregoing and  hereby
          agrees  to indemnify and save the Operator harmless from any  and
          all  costs,  loss or damage sustained or incurred  without  gross
          negligence or bad faith by the Operator directly or indirectly as
          a  result  of  its  exercise  of  its  powers  pursuant  to  this
          subsection;

     (d)  conduct such title examination and cure such title defects as may
          be advisable in the reasonable judgment of the Operator.

7.2        The  Operator  shall have the following duties  and  obligations
during the term hereof:

     (a)  to  diligently  manage, direct and control  all  exploration  and
          development operations in and under the Property in a prudent and
          workmanlike  manner and in compliance with all  applicable  laws,
          rules, orders and regulations;

     (b)  to  prepare and deliver to each of the parties during the periods
          of  active field work, quarterly progress reports of the work  in
          progress,  on  or before the day which is 45 days following  each
          calendar quarter with respect to work done in such quarter and on
          or  before March 31st of every year comprehensive annual  reports
          covering the activities hereunder and the results obtained during
          the 12 month period ending on December 31 immediately preceding;

     (c)  to  prepare  and  deliver to each of the parties  copies  of  all
          assays, maps and drill logs immediately upon their preparation or
          receipt;

     (d)  subject  to the terms and conditions of this Agreement,  to  keep
          the  Property  in  good standing, free and clear  of  all  liens,
          charges   and  encumbrances  of  every  character  arising   from
          operations (except for those which are in effect on the  date  of
          this  Agreement or are created pursuant to this Agreement,  liens
          for  taxes  not yet due, other inchoate liens and liens contested
          in  good faith by the Operator) and to proceed with all diligence
          to  contest or discharge any lien that is filed by reason of  the
          Operator's failure to perform its obligations hereunder;

     (e)  to  maintain  true  and correct books, accounts  and  records  of
          operations  hereunder separate and apart from  any  other  books,
          accounts and records maintained by the Operator;

     (f)  to  permit  one  representative  of  the  parties,  appointed  in
          writing, at all reasonable times and at their expense to inspect,
          audit  and  copy the Operator's accounts and records relating  to
          the  Project  for  any  fiscal year of the Operator  within  nine
          months following the end of such fiscal year;

     (g)  to obtain and maintain and cause any contractor engaged hereunder
          to  obtain and maintain during any period in which active work is
          carried  out hereunder such insurance coverage as the  Management
          Committee deems advisable;

     (h)  to  permit  the  parties or their representatives,  appointed  in
          writing, at all reasonable times, at their own expense  and risk,
          reasonable  access  to  the Property and all  data  derived  from
          carrying out a Program;

     (i)  to  open  and maintain on behalf of the Joint Venture  such  bank
          account  or bank accounts as the Management Committee may  direct
          with a Canadian chartered bank;

     (j)  to  prosecute and defend, but not to initiate without the consent
          of  the  Management  Committee, all litigation or  administrative
          proceedings arising out of the Property, or Project;

     (k)  to  transact, undertake and perform all transactions,  contracts,
          employments,  purchases,  operations,  negotiations  with   third
          parties and any other matter or thing undertaken by or on  behalf
          of  the  Joint Venture hereunder in the Operator's  name  and  to
          promptly  pay  all expenditures incurred in connection  therewith
          when due; and

     (l)  to  maintain  in good standing those mineral claims comprised  in
          the  Property by the doing and filing of all assessment  work  or
          the  making of payments in lieu thereof and by the payment of all
          taxes and other like charges and payments.

7.3        Subject  to  any  specific provisions  of  this  Agreement,  the
Operator,  in carrying out its duties and obligations hereunder,  shall  at
all  times  be  subject  to  the direction and control  of  the  Management
Committee  and  shall perform its duties hereunder in accordance  with  the
instructions and directions as from time to time communicated to it by  the
Management Committee and shall make all reports to the Management Committee
except where otherwise specifically provided herein.

7.4        The  Operator shall commence and diligently complete the Project
and  without  limiting  the  generality of the  foregoing,  may  retain  an
independent  consulting geologist acceptable to all parties  to  prepare  a
report  in  respect  of the Project, the results thereof,  the  conclusions
derived therefrom and the recommendation as to whether or not further  work
should be conducted on the Property.

8.        PROGRAMS

8.1        Costs  shall  only  be incurred under and pursuant  to  Programs
prepared  by  the  Operator,  approved  by  the  Management  Committee  and
delivered  to  the  parties as provided in this article.   Any  Feasibility
Report shall be prepared pursuant to a separate Program.

8.2        The  Operator shall prepare and submit to the parties a  Program
within 180 days of the completion of the previous Program.  If the Operator
does  not  prepare a Program within the time limited, then the other  party
shall have the right to prepare a Program for submission to the other party
at which time the party submitting the Program shall become the Operator.

8.3        Within 30 days of the receipt by the parties of a Program,  each
party shall give written notice to the Operator stating whether or not they
elect  to contribute their proportionate share of Costs of such Program  or
requesting the Operator to revise the Program provided that each party  may
only  make  such  requests  once in respect of each  Program.   Subject  to
subsection 8.6, failure by either of the parties to give notice pursuant to
this  subsection within such 30 day period shall be deemed an  election  by
that party not to contribute to such Program.

8.4        If a party elects or is deemed to have elected not to contribute
its proportionate share of the Costs of a Program, the other party may give
notice  in  writing  to the Operator stating that it  will  contribute  all
expenditures  under  or  pursuant to such Program  and  the  Operator  will
proceed with such Program and thereafter the Interests of the parties shall
be  adjusted  in accordance with article 4.  The Operator will not  proceed
with any Program which is not fully subscribed.

8.5        If the parties elect to contribute their proportionate share  of
the Costs of a Program, the Operator will then proceed with the Program.

8.6        If  either  party  elects or is deemed to have  elected  not  to
contribute  to  a  Program its Interest will not be subject  to  adjustment
thereunder  if,  within  60 days of such election or  deemed  election,  it
elects  to pay to the contributing party 150% of what would otherwise  have
been  its contribution to the Costs of such Program, but any amount so paid
in  excess  of  what  would otherwise have been its  contribution  to  such
Program  shall  be deemed not to be a contribution to Costs  by  the  party
making it.

8.7        An  election by a party to contribute to the Costs of a  Program
shall  make that party liable to pay its proportionate share of  the  Costs
actually  incurred  under  or  pursuant to the  Program  including  Program
Overruns, as hereinafter defined, of up to but not exceeding 10%.

8.8       After having elected to contribute its proportionate share of the
Costs  of a Program which is proceeded with, a party shall, within 15  days
after being requested in writing to do so by the Operator, pay such portion
of  its  share of Costs as the Operator may require but the Operator  shall
not  require  payment  of any funds in advance if the  party  provides  the
Operator  with  reasonable  assurance and  evidence  that  it  has  secured
financing by way of the issuance of "flow-through" shares sufficient to pay
its  proportionate  share  of  the Costs of a Program  and  such  financing
requires  that  party to incur the Costs before funds are advanced  to  the
party.   At any other time the Operator shall not require payment of  funds
more than one month in advance.

8.9        If  it appears that Costs will exceed by greater than 10%  those
estimated  under  a  Program the Operator shall  immediately  give  written
notice  to the party or parties contributing to that Program outlining  the
nature   and  extent  of  the  additional  costs  and  expenses   ("Program
Overruns").   If  Program Overruns are approved by  the  party  or  parties
contributing  to that Program, then within 15 days after the receipt  of  a
written  request  from the Operator, the party or parties  contributing  to
that  Program  shall provide the Operator with their respective  shares  of
such  Program Overruns.  If Program Overruns are not approved by the  party
or  parties contributing to that Program, the Operator shall have the right
to  curtail or abandon the portion of such Program relating to the  Program
Overruns.

8.10       If either party at any time fails to pay its proportionate share
of  Costs in accordance with subsections 8.8 or 8.9, the Operator may  give
written  notice to that party demanding payment, and if the party  has  not
paid  such amount within 15 days of the receipt of such notice, that  party
shall:

     (a)  be  deemed  to  be  in default under subsection  8.8  or  8.9  as
          applicable; and

     (b)  forfeit  its  Interest to the other party and  shall  receive  as
          consideration  therefore a Royalty equal to  2%  of  Net  Profits
          payable  within  60 days after the end of each calendar  quarter.
          If,  as  a  result of such forfeiture, one party has an  Interest
          equal to 100% the Joint Venture shall terminate.

9.        INFORMATION AND DATA

9.1        At  all times during the subsistence of this Agreement the  duly
authorized representatives of each party shall have access to the  Property
and  the  Project at its and their sole risk and expense and at  reasonable
intervals and times, and shall further have access at all reasonable  times
to all technical records and other factual engineering data and information
relating  to  the  Property  and  the Project  in  the  possession  of  the
Management Committee or the Operator.  In exercising the right of access to
the  Property or the Project the representatives of a party shall abide  by
the  rules and regulations laid down by the Management Committee and by the
Operator   relating   to  matters  of  safety  and  efficiency.    If   any
representative of a party is not a director, senior officer or employee  of
a  party,  the party shall so advise the Operator so that the Operator  may
require the representative, before giving him access to the Property or the
Project  or to data or information relating thereto, to sign an undertaking
in  favour of the Joint Venture, in form and substance satisfactory to  the
Operator, to maintain confidentiality to the same extent as each  party  is
required to do under section 9.2 hereof.

9.2        All  records, reports, accounts and other documents referred  to
herein with respect to the Property and the Project and all information and
data  concerning or derived from the Property and the Project shall be kept
confidential and each party shall take or cause to be taken such reasonable
precautions  as may be necessary to prevent the disclosure thereof  to  any
person  other than each party, the Operator, an Affiliate, their respective
legal,  accounting  and financial or other professional advisors,  and  any
financial  institution or other person having made, making  or  negotiating
loans  to one or more of the foregoing or any trustee for any such  person,
or as may be required by securities or corporate laws and regulations or by
the  policies  of  any  securities commission  or  stock  exchange,  or  in
connection  with  the  filing  of an offering memorandum,  rights  offering
circular,  prospectus  or  statement of  material  facts  by  a  party,  an
Affiliate  or  the  Operator  or  to a prospective  assignee  as  permitted
hereunder,  or  as may be required in the performance of obligations  under
this  Agreement without prior consent of all parties, which  consent  shall
not be unreasonably withheld.

10.       PARTITION

10.1       No party shall, during the term of this Agreement, exercise  any
right  to  apply for any partition of the Property or for sale  thereof  in
lieu of partition.

11.       TAXATION

11.1      Each party on whose behalf any Costs  have been incurred shall be
entitled to claim all tax benefits, write-offs and deductions with  respect
thereto.

12.       RIGHT OF FIRST REFUSAL

12.1       Save and except as provided in section 3.5 and article 4 hereof,
neither  party shall transfer, convey, assign, mortgage or grant an  option
in  respect  of or grant a right to purchase or in any manner  transfer  or
alienate  all or any portion of its Interest or rights under this Agreement
otherwise than in accordance with this article.

12.2      Nothing in this article shall prevent:

     (a)  a  sale by a party of all of its Interest or an assignment of all
          its  rights  under this Agreement to an Affiliate  provided  that
          such  Affiliate  first  complies with the provisions  of  section
          12.10  and  agrees with the other party in writing to  retransfer
          such Interest to the originally assigning party before ceasing to
          be an Affiliate of such party;

     (b)  a variation pursuant to section 4.3; or

     (c)  a   disposition   pursuant  to  an  amalgamation   or   corporate
          reorganization  which  will  have  the  effect  in  law  of   the
          amalgamated  or  surviving company possessing all  the  property,
          rights  and  interests  and  being  subject  to  all  the  debts,
          liabilities  and obligations of each amalgamating or  predecessor
          company.

12.3       Should a party (the "transferring party") intend to  dispose  of
all  or any portion of its Interest or rights under this Agreement it shall
first give notice in writing to the other parties (the "other parties")  of
such  intention  together  with  the terms  and  conditions  on  which  the
transferring party intends to dispose of its Interest or a portion  thereof
or rights under this Agreement.

12.4       If  a  party (the "transferring party") receives  any  offer  to
dispose  of  all  or  any  portion of its Interest  or  rights  under  this
Agreement  which  it intends to accept, the transferring  party  shall  not
accept the same unless and until it has first offered to sell such Interest
or  rights to the other parties (the "other parties") on the same terms and
conditions  as in the offer received and the same has not been accepted  by
the other parties in accordance with section 12.6.

12.5       Any  communication of an intention to sell pursuant  to  section
12.3  and  12.4  (the "Offer") shall be in writing delivered in  accordance
with article 14 and shall:

     (a)  set  out in reasonable detail all of the terms and conditions  of
          any intended sale;

     (b)  if  it  is made pursuant to section 12.3, include a photocopy  of
          the Offer; and
     (c)  if  it  is  made pursuant to section 12.4, clearly  identify  the
          offering  party and include such information as is known  by  the
          transferring party about such offering party;

and  such  communication  will be deemed to  constitute  an  Offer  by  the
transferring  party  to the other parties to sell the transferring  party's
Interest or its rights (or a portion thereof as the case may be) under this
Agreement to the other parties on the terms and conditions set out in  such
Offer.   For greater certainty it is agreed and understood that  any  Offer
hereunder shall deal only with the disposition of the Interest or rights of
the transferring party hereunder and not with any other interest, right  or
property  of  the  transferring party and such disposition  shall  be  made
solely for a monetary consideration.

12.6      Any Offer made as contemplated in section 12.5 shall be open  for
acceptance  by the other parties for a period of 60 days from the  date  of
receipt of the Offer by the other parties.

12.7       If the other parties accept the Offer within the period provided
for  in  section 12.6, such acceptance shall constitute a binding agreement
of  purchase and sale between the transferring party and the other parties,
in  proportion  to their Interests, for the Interest or its  rights  (or  a
portion  thereof as the case may be) under this Agreement on the terms  and
conditions set out in such Offer.

12.8       If  the other parties do not accept the Offer within the  period
provided  for in section 12.6, the transferring party may complete  a  sale
and  purchase of its Interest or a portion thereof on terms and  conditions
no less favorable to the transferring party than those set out in the Offer
and,  in the case of an Offer under section 12.4, only to the party  making
the original offer to the transferring party and in any event such sale and
purchase shall be completed within nine months from the expiration  of  the
right  of the other parties to accept such Offer or the transferring  party
must again comply with the provisions of this article.

12.9       If  the  other  parties do accept the Offer  within  the  period
provided for in section 12.6 but fail to close the transaction contemplated
thereby  within  90 days following receipt of such Offer, the  transferring
party may complete a sale and purchase of its Interest or a portion thereof
on  any terms and conditions but in any event such sale and purchase  shall
be  completed  within nine months from the expiration of the right  of  the
other  parties  to accept such Offer or the transferring party  must  again
comply with the provisions of this article.

12.10      While any Offer is outstanding no other Offer may be made  until
the  first  mentioned Offer is disposed of and any sale resulting therefrom
completed or abandoned in accordance with the provisions of this article.

12.11      Before the completion of any sale by the transferring  party  of
its  Interest  or rights or any portion thereof under this  Agreement,  the
purchasing  party  shall enter into an agreement with the parties  agreeing
not  to  sell  except on the same terms and conditions as set out  in  this
Agreement.

130       FORCE MAJEURE

13.1       No  party will be liable for its failure to perform any  of  its
obligations  under  this  Agreement due to a cause  beyond  its  reasonable
control  (except those caused by its own lack of funds) including, but  not
limited to acts of God, fire, flood, explosion, strikes, lockouts or  other
industrial disturbances, laws, rules and regulations or orders of any  duly
constituted  governmental  authority or non-availability  of  materials  or
transportation (each an "Intervening Event").

13.2       All time limits imposed by this Agreement will be extended by  a
period  equivalent  to the period of delay resulting  from  an  Intervening
Event.

13.3       A party relying on the provisions of section 13.1 will take  all
reasonable steps to eliminate any Intervening Event and, if possible,  will
perform  its  obligations under this Agreement as  far  as  practical,  but
nothing  herein  will  require such party to settle or  adjust  any  labour
dispute or to question or to test the validity of any law, rule, regulation
or  order of any duly constituted governmental authority or to complete its
obligations under this Agreement if an Intervening Event renders completion
impossible.

140       NOTICE

14.1       Any  notice, direction, cheque or other instrument  required  or
permitted to be given under this Agreement shall be in writing and  may  be
given  by  delivery or by sending by telecopier, in each case addressed  to
the  intended recipient at the address of the respective party set  out  on
the front page hereof.

14.2      Any notice, direction, cheque or other instrument aforesaid will,
if  delivered, be deemed to have been given and received on the day it  was
delivered,  and,  if sent by telecopier, be deemed to have  been  given  or
received on the day it was so sent.

14.3      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 or addresses therein specified  will
be deemed to be the address of such party for the purposes of giving notice
hereunder.

150       WAIVER

15.1       If  any  provision of this Agreement shall fail to  be  strictly
enforced  or  any party shall consent to any action by any other  party  or
shall  waive  any provision as set out herein, such action  by  such  party
shall not be construed as a waiver thereof other than at the specific  time
that such waiver or failure to enforce takes place and shall at no time  be
construed as a consent, waiver or excuse for any failure to perform and act
in accordance with this Agreement at any past or future occasion.

160       FURTHER ASSURANCES

16.1       Each  of the parties hereto shall from time to time and  at  all
times  do  all such further acts and execute and deliver all further  deeds
and documents as shall be reasonably required in order to fully perform and
carry  out the terms of this Agreement.  For greater certainty this section
shall  not be construed as imposing any obligation on any party to  provide
guarantees.

170       USE OF NAME

17.1      No party shall, except when required by this Agreement or by  any
law, by-law, ordinance, rule, order or regulation, use, suffer or permit to
be  used,  directly  or indirectly, the name of any  other  party  for  any
purpose related to the Property or the Project.

180       ENTIRE AGREEMENT

18.1       This  Agreement embodies the entire agreement and  understanding
among   the  parties  hereto  and  supersedes  all  prior  agreements   and
undertakings,  whether  oral or written, relative  to  the  subject  matter
hereof.

190       AMENDMENT

19.1      This Agreement may not be changed orally but only by an agreement
in  writing,  executed by the party or parties against  which  enforcement,
waiver, change, modification or discharge is sought.

200       ARBITRATION

20.1       If  any question, difference or dispute shall arise between  the
parties  or  any  of  them  in  respect of any matter  arising  under  this
Agreement  or  in  relation to the construction hereof the  same  shall  be
determined by the award of three arbitrators to be named as follows:

     (a)  the  party or parties sharing one side of this dispute shall name
          an  arbitrator  and give notice thereof to the party  or  parties
          sharing the other side of the dispute;

     (b)  the party or parties sharing the other side of the dispute shall,
          within 14 days of receipt of the notice, name an arbitrator; and

     (c)  the  two arbitrators so named shall, within 15 days of the naming
          of the latter of them, select a third arbitrator.

          The  decision of the majority of these arbitrators shall be  made
within  30 days after the selection of the latter of them.  The expense  of
the  arbitration shall be borne by the parties to the dispute as determined
by  the arbitrators.  If the parties on either side of the dispute fail  to
name  their  arbitrator  within  the  time  limited  or  proceed  with  the
arbitration, the arbitrator named may decide the question.  The arbitration
shall  be  conducted in accordance with the provisions  of  the  Commercial
Arbitration Act (British Columbia) and the decision of the arbitrator or  a
majority  of  the arbitrators, as the case may be, shall be conclusive  and
binding upon all the parties.

210       RIGHT TO AUDIT

21.1       Any  party acquiring a Royalty pursuant to this Agreement  shall
have the right to audit at its expense the books and records in respect  of
such  Royalty of the Operator or the other party, if it is not the Operator
in respect of such Royalty.

220       TIME

22.1       Unless earlier terminated by agreement of all parties  or  as  a
result  of one party acquiring a 100% Interest, the Joint Venture and  this
Agreement shall remain in full force and effect for so long as any part  of
the  Property  or  Project  is  held  in accordance  with  this  Agreement.
Termination of the Agreement shall not, however, relieve any party from any
obligations theretofore accrued but unsatisfied.

230       RULE AGAINST PERPETUITIES

23.1       If  any  right, power or interest of any party in  any  Property
under this Agreement would violate the rule against perpetuities, then such
right,  power  or interest shall terminate at the expiration  of  20  years
after  the death of the last survivor of all the lineal descendants of  her
Majesty,  Queen Elizabeth II of the United Kingdom, living on the  date  of
this Agreement.

240       DOCUMENT RETENTION ON TERMINATION

24.1       Prior to the distribution of the Property or the Project or  the
net  revenues  received  on the disposal thereof  on  termination  of  this
Agreement, the Management Committee shall meet and may approve a  procedure
for  the retention, maintenance and disposal of documents maintained by the
Management Committee (the "Documents") and shall appoint such party as  may
consent thereto to ensure that all proper steps are taken to implement  and
maintain that procedure.  If a quorum is not present at the meeting  or  if
the  Management  Committee fails to approve a procedure as  aforesaid,  the
Operator,  if a party, otherwise the party holding the largest Interest  as
at  the  day  immediately preceding the date the Management  Committee  was
called  to  meet,  shall  retain, maintain and  dispose  of  the  Documents
according to such procedure, in compliance with all applicable laws, as  it
deems fit.  The party entrusted with the retention, and expenses incidental
thereto,  shall be entitled to receive payment of those costs and  expenses
prior to any distribution being made of the Property and Project or the net
revenues received on the disposal thereof.

250       ENUREMENT

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

260       GOVERNING LAW

26.1      This Agreement shall be governed by and interpreted in accordance
with the laws of the Province of British Columbia.

270       SEVERABILITY

27.1       If any one or more of the provisions contained herein should  be
invalid,  illegal or unenforceable in any respect in any jurisdiction,  the
validity,  legality and enforceability of such provision shall not  in  any
way  be  affected  or  impaired thereby in any other jurisdiction  and  the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.

280       NUMBER AND GENDER

28.1       Words  used  herein  importing the singular  number  only  shall
include  the  plural,  and  vice versa, and words importing  the  masculine
gender  shall include the feminine and neuter genders, and vice versa,  and
words importing persons shall include firms and corporations.

290       HEADINGS

29.1      The division of this Agreement into articles and sections and the
insertion  of headings are for convenience of reference only and shall  not
affect the construction or interpretation of this Agreement.

300       TIME OF THE ESSENCE

30.1       Time  shall  be  of  the  essence in  the  performance  of  this
Agreement.


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

TERRY LONEY

______________________________
Signature of Authorised Signatory

______________________________
Name of Authorised Signatory

______________________________
Position of Authorised Signatory



MANCHESTER INC.
by its authorised signatory:

______________________________
Signature of Authorised Signatory

______________________________
Name of Authorised Signatory

______________________________
Position of Authorised Signatory

                          SCHEDULE "A"


to  that certain Joint Venture Agreement between Terry Loney and Manchester
Inc. made as of the * day of *, 20*


                          THE PROPERTY


                G.P.S. CO-ORDINATES:  5166000N and 522000E
                          SUDBURY MINING DISTRICT
                                  ONTARIO
                                  CANADA

List of Claims


     CLAIM NUMBERS            TOWNSHIP/AREA          CURRENT EXPIRY DATE

    3004260 - 9 UNITS           MACLENNAN          AUGUST 24, 2004
   3004261 - 2 UNITS            MACLENNAN          AUGUST 24, 2004





























                          SCHEDULE "B"


To that agreement dated as of the * day of *, 20* between * and *.


1.             "Net Profits" means the aggregate of:

     (a)  all  revenues from the sale or other disposition of ores,  metals
          or  minerals mined or extracted from the Property or any  portion
          thereof and any concentrates produced therefrom;

     (b)  all revenues from the operation, sale or other disposition of any
          Facilities  the  cost of which is included in the  definition  of
          "Operating   Expenses",   "Capital  Expenses"   or   "Exploration
          Expenses"; and

     (c)  Working  Capital deducted in the calculation of Net  Profits  for
          the prior period,

less  (without  duplication) Working Capital, Operating  Expenses,  Capital
Expenses and Exploration Expenses.


2.         "Working  Capital"  means  the amount  reasonably  necessary  to
provide  for the operation of the mining operation on the Property and  for
the operation and maintenance of the Facilities for a period of six months.


3.         "Operating  Expenses"  means all costs,  expenses,  obligations,
liabilities and charges of whatsoever nature or kind incurred or chargeable
directly  or indirectly in connection with commercial production  from  the
Property  and  in  connection with the maintenance  and  operation  of  the
Facilities,   all   in   accordance  with  generally  accepted   accounting
principles,   consistently  applied,  including,   without   limiting   the
generality of the foregoing, all amounts payable in connection with mining,
handling,  processing,  refining,  transporting  and  marketing   of   ore,
concentrates,  metals,  minerals  and  other  products  produced  from  the
Property,  all  amounts payable for the operation and  maintenance  of  the
Facilities including the replacement of items which by their nature require
periodic  replacement, all taxes (other than income taxes),  royalties  and
other  imposts  and  all  amounts  payable  or  chargeable  in  respect  of
reasonable overhead and administrative services.


4.          "Capital   Expenses"  means  all  expenses,   obligations   and
liabilities  of  whatsoever kind (being of a capital nature  in  accordance
with  generally  accepted  accounting principles) incurred  or  chargeable,
directly  or  indirectly,  with  respect to the  development,  acquisition,
redevelopment,  modernization  and  expansion  of  the  Property  and   the
Facilities,  including, without limiting the generality of  the  foregoing,
interest  thereon from the time so incurred or chargeable  at  a  rate  per
annum  from  time to time equal to the "prime rate" of the  Royal  Bank  of
Canada  plus  2%  per  annum, but does not include Operating  Expenses  nor
Exploration Expenses.


5.         "Exploration  Expenses" means all costs, expenses,  obligations,
liabilities   and  charges  of  whatsoever  nature  or  kind  incurred   or
chargeable, directly or indirectly, in connection with the exploration  and
development  of  the Property all determined in accordance  with  generally
accepted  accounting principles including, without limiting the  generality
of  the  foregoing, all costs reasonably attributable, in  accordance  with
generally accepted accounting principles, to the design,planning,  testing,
financing,   administration,  marketing,  engineering,  legal,  accounting,
transportation   and  other  incidental  functions  associated   with   the
exploration  and mining operation contemplated by this Agreement  and  with
the  Facilities,  but  does  not  include Operating  Expenses  nor  Capital
Expenses.


6.         "Facilities" means all plant, equipment, structures, roads, rail
lines,  storage  and transport facilities, housing and service  structures,
real property or interest therein, whether on the Property or not, acquired
or  constructed  exclusively  for  the mining  operation  on  the  Property
contemplated by this Agreement.


7.        Installments of the Royalty payable shall be paid by the Operator
as follows:

     (a)  within  45 days after the end of each of the first three calendar
          quarters in each fiscal year and within 60 days of the end of the
          last calendar quarter in each year, the Operator shall pay to the
          royalty  holder an amount equal to 25% of the estimated  Royalty,
          if  any,  for  the fiscal year, adjusted if necessary  after  the
          first quarter of any fiscal year to reflect any change during the
          fiscal year in estimated Royalty; and

     (b)  within  120 days after the end of the calendar year, the balance,
          if  any,  of Royalty payable in respect of the fiscal  year  last
          completed.

          Should the Operator not pay the royalty holder the installment of
the  Royalty payable within the time specified then such unpaid installment
of  Royalty shall bear interest equal to the "prime rate" of the Royal Bank
of  Canada  plus 2% per annum calculated from the last day of the  calendar
quarter  in  which  the  liability for the payment of  the  installment  of
Royalty arose.


8.        The Operator shall, within 45 days after the end of each calendar
quarter,  furnish  to  the  royalty holder quarterly  unaudited  statements
respecting  operations on the Property, together with a  statement  showing
the calculation of Royalty for the calendar quarter last completed.


9.        Within 120 days after the end of each calendar year, the accounts
of the Operator relating to operations on the Property and the statement of
operations, which shall include the statement of calculation of Royalty for
the  year last completed, shall be audited by the auditors of the Operator,
at  its  expense.  The royalty holder shall have 45 days after  receipt  of
such  statements to question the accuracy thereof in writing  and,  failing
such  objection,  the  statements  shall  be  deemed  to  be  correct   and
unimpeachable thereafter.


10.        If  the  audited  financial  statements  furnished  pursuant  to
paragraph 9 disclose any overpayment of Royalty by the Operator during  the
year,  the  amount  of  the  overpayment  shall  be  deducted  from  future
installments of Royalty payable hereunder.


11.        If  the  audited  financial  statements  furnished  pursuant  to
paragraph 9 disclose any underpayment of Royalty by the Operator during the
year,  the  amount  thereof shall be paid to the royalty  holder  forthwith
after determination thereof.


12.       The Operator agrees to maintain, for each mining operation on the
Property,  up-to-date and complete records relating to the  production  and
sale  of  minerals,  ore,  bullion and other  product  from  the  Property,
including  accounts, records, statements and returns relating to  treatment
and  smelting arrangements of such product, and the royalty holder  or  its
agents shall have the right at all reasonable times, including for a period
of  12 months following the expiration or termination of this Agreement, to
inspect such records, statements and returns and make copies thereof at its
own expense for the purpose of verifying the amount of Royalty payments  to
be made by the Operator to the royalty holder pursuant hereto.  The royalty
holder  shall  have  the right, at its own expense, to have  such  accounts
audited by independent auditors once each year.






































                               SCHEDULE "C"



                            NET SMELTER RETURNS



For the purposes of this agreement, the term "Net Smelter Returns" shall
mean the net proceeds actually paid to Manchester from the sale by
Manchester of minerals mined and removed from the Property, after deduction
of the following:

     (a)  smelting costs, treatment charges and penalties including, but not
being limited to, metal losses, penalties for impurities and charges for
refining, selling and handling by the smelter, refinery or other purchaser;
provided, however, in the case of leaching operations or other solution
mining or beneficiation techniques, where the metal being treated is
precipitated or otherwise directly derived from such leach solution, all
processing and recovery costs incurred by Manchester, beyond the point at
which the metal being treated is in solution, shall be considered as
treatment charges;

(b)  costs of handling, transporting and insuring ores, minerals and other
materials or concentrates from the Property or from a concentrator, whether
situated on or off the Property, to a smelter, refinery or other place of
treatment; and

     (c)  ad valorem taxes and taxes based upon production, but not income
       taxes.

In the event Manchester commingles minerals from the Property with minerals
from other properties, Manchester shall establish procedures, in accordance
with sound mining and metallurgical techniques, for determining the
proportional amount of the total recoverable metal content in the
commingled minerals attributable to the input from each of the properties
by calculating the same on a metallurgical basis, in accordance with
sampling schedules and mining efficiency experience, so that production
royalties applicable to minerals produced from the Property may reasonably
be determined.