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                                    Exhibit 8

                        Opal Option to Purchase Agreement
                                 April 10, 1996
                                       and
                             Prospector's Agreement
                                 October 1, 1993


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<PAGE>
THIS AGREEMENT effective as of the 10th day of April, 1996 is made

BETWEEN;


          OKANAGAN OPAL INC., a company duly incorporated under the laws of the
          Province of British Columbia, having an office at 119 Campbell Avenue,
          in the City of Revelstoke, British Columbia

          (hereinafter referred to as "OOI")


                                                  OF THE FIRST PART
AND;



          CANADIAN NORTHERN LITES INC., a company duly incorporated under the
          laws of the State of Texas, in the United States of America and having
          an office located at 219 Broadway, Suite 261, LAGUNA BEACH, CALIFORNIA
          92651

          (hereinafter referred to as "CANADIAN")



 A. Okanagan Opal Inc., under and subject to the terms


<PAGE>
and conditions of the October 1, 1993 created Prospectors Agreement, has
acquired a legal and equitable 100% right, title and interest in and to the
Klinker and Ewer mineral claims located in the Vernon Mining Division of British
Columbia which constitute the Klinker Property as described in Schedule "A"
attached hereto ("the Property"), subject only to the obligations expressed
therein;

B. Canadian desires to acquire a sole and exclusive Option to Purchase the
Klinker Property from Okanagan Opal Inc. and is prepared to pay the full
purchase price demanded for the Klinker-Property by OOI, being $8,000,000.00 and
20% of outstanding shares of Canadian; however, Canadian wishes first to see
further development of the "opal deposit" and the related "opal business"
currently being developed by OOI; and if Canadian wishes, to have the
opportunity to see further exploration work conducted on the property in order
to further define the full economic potential of the opal deposits which occur
on the property prior to Canadian Exercising the Option to Purchase the Klinker
Property.

C. Therefore, in a Joint Letter of Intent signed January 7, 1996, between OOI
and BOB ZABA (Public Company) now known as "Canadian", the intent and integrity
of which will survive the signing of this agreement, insofar as may be required
for the interpretation only of the terms of this agreement, where the context of
the Joint Letter of Intent does not indicate a direct contradiction of the terms
of this agreement, Okanagan Opal Inc. has agreed to grant an option to Canadian
whereby Canadian can purchase all of OOI's interest in the Klinker Property in
accordance with and under the terms of this "Option to Purchase Agreement".
Canadian is prepared to make "Option Payments" and other payments and
commitments to OOI in order to maintain a sole and exclusive "Option to
Purchase" for the given period of time and under the terms and conditions as
hereinafter described.


<PAGE>
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the terms,
conditions, covenants, representations, promises, warranties and agreements
hereinafter set forth and made in mutual consideration each to the other and in
reliance thereon; and in consideration of the sum of ten dollars ($10.00) each
to the other paid, the receipt of which is mutually acknowledged; and for other
good and valuable considerations hereinafter contained, the sufficiency of which
is mutually acknowledged and accepted, the parties agree as follows:

1.0  DEFINITIONS

1.1  For the purposes of this Agreement the following words and phrases shall
     have the following meanings;

     a)   "Agreement" means this Option to Purchase Agreement, as the same may
          be amended, supplemented or modified from time to time.

     b)   "Property" means those certain mineral claims which are listed and
          shown in Schedule "A" annexed hereto.

     c)   "Option" means the option granted by OOI to Canadian to acquire a one
          hundred percent (100%) right, title and interest from OOI in and to
          the Property in accordance with specified terms and conditions of this
          agreement and the Prospectors Agreement.

     d)   "Option Period" means the period during the term of this Agreement
          from Commencement Date hereof up to and including the date of
          "Exercise of the Option", or the earlier termination of this
          Agreement.

     e)   "Commencement Date" is the date first appearing above.


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     f)   "Option Term" is the period of time commencing on the Commencement
          Date and ending January 15, 1998

     g)   "Termination Date" is January 15, 1998, or as otherwise expressly
          provided for herein.

     h)   "Exercise of Option to Purchase" means that Canadian having been
          provided ample opportunity prior to the Termination Date to assess the
          Property and the related "Opal Business" in order to determine and
          resolve its interest in and desire to purchase the Klinker Property;
          will, prior to the expiry of the Option Term, make the "Initial
          Purchase Payment" to OOI and will declare in writing its "Intent to
          Purchase" the Klinker Property in order to "Exercise the Option to
          Purchase" a full 100% interest in the property in accordance with the
          terms and conditions of the Agreement, including the obligation to
          complete OOI's obligations under the Prospector's Agreement.

     i)   "Payment(s), means shares or cash payable to OOI under the terms and
          conditions of this Agreement.

     j)   "Shares" means common shares, share options, share purchase warrants
          or other stock instruments which might be presently authorized or
          imminently contemplated for acquisition, allocation or distribution to
          the Company, Canadian.

     k)   "Minerals" means those substances defined as minerals under the
          Mineral Act of British Columbia which includes all metallic and
          non-metallic minerals; and for the purposes hereof specifically


<PAGE>
          includes "Precious Opal" and the rocks in which they are hosted and
          any associated minerals which might be of economic value; and includes
          those rocks which occur on the claims which might be required for use
          in the mining, concentrating and disposal of waste or tailings related
          to production from the property; or, rocks and minerals which
          themselves may have a market value as an Industrial Mineral as
          interpreted under the Mineral Act.

     l)   "Exploration and Development" means all direct or indirect
          examination, interpretation and analysis conducted on Canadian's
          behalf and intended to determine and fully evaluate the economic
          potential of any mineral deposits found on the Property and the
          preparation of those deposits for production.

     M)   "Exploration and Development Expenditures" means all expenses incurred
          in direct connection with conducting pre-approved, budgeted
          exploration and development programs conducted on the Opal Project at
          the request of and deemed to be for the purpose of allowing Canadian
          to assess the Opal Business.

     n)   "Exploration and Development Programs" means plans, including budgets,
          for every kind of work done on or in respect of the Opal Project by or
          under the direction of OOI for assessment of the


<PAGE>
          Opal Business for the purposes of Canadian and without limiting the
          generality of the foregoing, includes geophysical, geochemical,
          geological surveys and such other physical and technical fieldwork
          studies and mapping that are necessary to explore the Property,
          including drilling, surface and underground exploration and
          development, designing, examining, investigating, interpreting all
          information and data gathered related to the evaluation of the
          economic potential of the Property and the Opal Business and all other
          work usually considered to be development and evaluation work
          conducted for the purpose of determining the economic viability of the
          Opal Business.

     o)   "Production" or "Mining" means the act by the parties hereto of
          recovering marketable minerals through excavation and processing
          activities conducted on the Property.

     p)   "Operator" means OOI or its appointed representative under this
          Agreement.

     q)   "Earned Interest" or "Retained Interest" means a percentage ownership
          in the Property as may be deemed to be held from time to time by the
          parties hereto under the terms of this Agreement; with the
          understanding that these Interests are "Participating Interest" as
          defined below.

     r)   "Participating Interest" except as otherwise provided herein, means
          that the party owning such interest must contribute its proportionate
          share of the opal business costs in order to maintain such interest
          and that party would be subjected to dilution of its deemed interest
          in the property for non-participation on those costs.


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     s)   "Dilution" means to have ones earned or retained interest reduced in
          accordance with a dilution formula to be adopted from a dilution
          clause generally accepted in the industry.

     t)   "Joint Letter of Intent" means that document jointly signed on January
          7, 1996 which outlines the intent upon which this "Option to Purchase
          Agreement" has been based; a copy of which is included herein as
          Schedule B.

     u)   "Prospectors Agreement" means that Agreement between the original
          prospectors and Okanagan Opal Inc. signed on October 1, 1993; a copy
          of which is included herein as Schedule C, as amended by the document
          included herein as Schedule D.

     v)   "Opal Business" means the business of mining, sorting, concentrating,
          grading, cutting, processing and mounting opal from the Klinker
          Property to create opal product and further means the business of
          selling rough opal or opal product at the wholesale and/or retail
          level as is deemed appropriate from time to time; which is being
          developed by and for the benefit of the parties hereto. Under this
          Agreement Canadian does not acquire an interest in the Company
          "Okanagan Opal Inc." but will participate in the Opal Business which
          OOI is developing except as expressly described in paragraph 6.7.

     w)   "Net Profits" and "Net profit after taxes" means the residual amount
          of the gross revenue generated by the opal business which remains
          after the sale of opal product produced from the Klinker Property
          after all operating costs, depreciation, capitalized exploration and
          development costs and


<PAGE>
          applicable taxes, including corporate income taxes, have been
          deducted.

1.2  Included Words: This Agreement shall read with such changes in gender or
number as the context shall require.

1.3  Headings: The headings to the articles, paragraphs parts or clauses of the
Agreement are inserted for convenience only and shall not affect the
construction or intent hereof.

1.4  References: Unless otherwise stated, a reference herein to a numbered or
lettered article, paragraph, clause or schedule refers to the specific item
bearing that number or letter in this Agreement. A reference to "this
Agreement", "hereof", "hereunder", "herein" or words of similar meaning, refer
specifically and exclusively to this Agreement including the schedules hereto,
together with any amendments thereof.

1.5  Schedules: the following schedules are incorporated into this Agreement by
reference;

 Schedule                  Description
 --------                  -----------
 A                         Property Description
 B                         Joint Letter of Intent
 C                         Prospectors Agreement
 D                         Amendment to the Prospectors' Agreement


<PAGE>
1.6 Severability: If any provision of this Agreement is or shall become illegal,
invalid, or unenforceable, in whole or in part, the remaining provisions shall
nevertheless be and shall remain valid and subsisting and the said remaining
provisions shall be interpreted considering the original intent of the whole
Agreement and will be construed as if this Agreement had been executed without
the illegal, invalid or unenforceable portion.

2.0  REPRESENTATIONS AND WARRANTIES

2.1  OOI makes representation and warrants to Canadian that the mineral claims
comprising the Property are in good standing as of the date hereof; and that-OOI
is the legal and beneficial owner of the Property having complied with the terms
and conditions contained in the Prospectors Agreement; that OOI has the right to
enter into this Agreement and to dispose of the Property; that OOI has good
title to the Property; and that the Property is clear of encumbrances, save the
royalty requirement under the Prospectors Agreement and the Property is clear of
adverse claims or challenges.

2.2 Canadian has or shall have at the requisite times the financial resources to
discharge their obligations in respect to this Agreement. It is intended by the
parties that Public funds raised by Canadian prior to exercise of this Option to
Purchase shall be used primarily for conducting the required engineering or
exploratory programs to determine viability of exercise of this option and
secondarily for day to day operations of Canadian and for accumulating funds for
purchase of the Klinker Property.

2.3 The parties will diligently and in good faith perform their duties and
obligations under this Agreement in keeping with good industry standards and in
the event of a party conducting or supervising Exploration and Development, then


<PAGE>
it shall conduct or supervise the same in a careful, diligent, efficient and
professional manner, shall file eligible work for assessment credits with the
appropriate authorities as required to maintain the Property in good standing
under the terms and conditions of the Agreement.

2.4  OOI will release to Canadian and the Operator copies of all available data
and information with respect to the Property including copies of all reports,
maps, analytical/mineralogical results and other technical data as it becomes
available from time to time.

2.5  OOI will provide assistance to Canadian in the promotion of Canadian as a
publicly traded company, and will give all reasonable truthful declarations and
data and estimates as may be required for that purpose.

3.0  OPTION CONSIDERATIONS

3.1  Canadian will make payments to OOI as provided for below. The continuation
of the "Option to Purchase Agreement" will be subject to the timely receipt of
all of the "Option Payments" listed below:

     a) Interim Option Payment of $10,000.00 due on or before January 17, 1996;

     b) Option Payment of $20,000.00 due on or before March 1, 1996;

     c) Option Payment of $30,000.00 due on or before March 31, 1996;

     d) Option Payment of $100,000.00 due on or before April 30, 1996;

     e) Option Payment of $400,000.00 due on or before July 31, 1996;

the option payments so described shall not constitute advances paid toward the
purchase price, and more specifically, shall not constitute part payment of the
payment described in paragraph 4.2(a).


<PAGE>
3.2 In addition to the "Option Payments" and the other terms and conditions
contained in this agreement, Canadian will also be required to make the "stock
payment" outlined below on or before two days following execution of this
agreement.

     i)   On signing and in consideration for signing, this agreement, Canadian
          will transfer to OOI at Nominal Value, that number of shares which
          represents a full undivided 20% portion of the outstanding issued or
          committed shares of Canadian representing a full 20% interest in the
          shares of the company after any restructuring or dilution of Canadian
          stock, at present represented at not less than 2,000,000 shares out of
          total issued shares of 10,000,000;

3.3 Each payment as set out in paragraph 3.1 shall be considered a
non-refundable deposit; however, having paid the full cash and share payments
due by July 31, 1996 Canadian will be deemed to have earned a 20% participating
interest in and to the Klinker Property and will be eligible to receive a 20%
interest in net profits after taxes from the "Opal Business" after the
commencement date upon execution of this agreement; provided full and final
payment of those cash and share payments due on or before July 31, 1996 (see
Items 3.1 and 3.2 above) are received by OOI.


<PAGE>
3.4 OOI as operator and utilizing the Option Payment funds provided under
Paragraph 3.1 will pursue the development of its vertically integrated "Opal
Business" plan in regards to Mining and will pursue product and market
development during the Option Period. Gross revenue generated during the Option
Period will firstly be allocated to the costs associated with those portions of
the "Opal Business" which generated the revenue with any residual revenue being
declared as Net Profits.

3.5 Should the parties hereto, in the interests of speedy completion of the
development of the property decide that additional exploration work, product or
market development, mine expansion, production expansion or other variation or
changes to the OOI "Business Plan" is warranted, the costs of which exceed the
$560,000.00 paid pursuant to paragraph 4.2, then Canadian will be required, with
reasonable notice given under the terms and conditions of this agreement, to
finance these additional costs, and Canadian will receive no further interest in
the project for having provided the additional financing.

3.6 Canadian, at Canadian's sole expense and with OOI as operator; will have the
period of time from commencement of this agreement to January 15, 1998 to
conduct Exploration and Development Programs to assist Canadian in assessing the
overall potential of the Opal Business and to determine whether Canadian plans
to exercise its Option to Purchase.

3.7 During the Option Period OOI or its appointed representative will be the
operator. In consultation with a Consulting Geological /Mining Engineer,
mutually acceptable to Canadian and OOI, the Operator shall determine the
budgets and the details for the Exploration and Development Programs on the
Property which Programs will take into consideration the overall size of the
Property and the diversity of the Opal Business so as to examine all reasonable
exploration targets and business aspects.


<PAGE>
3.8 Canadian having fully met or completed its commitments under Section 3.1 and
3.2 to acquire a 20% participating interest in the property would have until
January 15, 1998 the sole right and discretion to, in writing, terminate its
option to acquire any further interest in the property, whereupon this agreement
would terminate and a Joint Venture as evidenced pursuant to paragraphs 3.9 and
3.10 would be created with interest at 80% to OOI and 20% to Canadian.

3.9 Canadian, upon failure to Exercise its Option to Purchase on or before
January 15, 1998, under the terms and conditions-herein outlined; will result in
termination of the agreement. Thereafter an 80% OOI/20% Canadian Joint Venture
would be formed with both parties earned interest, being a participating
interest. OOI would remain as the operator and managing venturer under any joint
venture and said joint venture would be structured in accordance with acceptable
industry standards, including the formation of a management committee.

3.10 Under said 80% OOI/20% Canadian Joint Venture either parties failure to
provide their percentage portion of operating funds to advance the property
development or the opal business, based upon recommendation made by the mutually
appointed independent consultant, or the management committee, will signify an
act of non-participation and will result in the non-participating party being
declared delinquent for failure to perform its financial obligations under the
joint venture. The delinquent party's earned percentage interest in the property
will then be subject to dilution by way of an industry standard "dilution
formula" for non-participations, such standard to be determined in accordance
with paragraph 9.8.

3.11 The parties hereto agree that Canadian will ensure that the board of
directors will consist of not less than 5 individuals and that OOI will have the
right to appoint 2 directors to the board of Canadian.


<PAGE>
3.12 In the event that a Joint Venturers interest shall fall at or below 3%, the
Venturer shall have no right to further participate in the "Opal Business" or
Klinker Property, and shall have been deemed to have transferred its remaining
interest in the Joint Venture and the property to the other Venturer, and the
Joint Venture shall be thereupon deemed to have ceased and dissolved.

3.13 After exercise and completion of "Purchase Obligations", any assets which
may have accrued to OOI during the-period of this Agreement and are not
transferred pursuant to this agreement, if jointly owned, shall be transferred
at fair market value unless otherwise agreed between the parties.

4.0  EXERCISE OF OPTION TO PURCHASE

4.1  On or before January 15, 1998, Canadian having conducted all necessary and
sufficient exploration and development programs, and having concluded all
necessary studies, and having used good and sound business processes and
practices to satisfy itself of the Klinker Property and Opal Business potential
must make a decision whether or not to "Exercise" its "Option to Purchase". Upon
Canadian having made the decision to "Exercise the Option to Purchase", Canadian
will give notice in writing to OOI of its intent to Purchase the Klinker
Property under the following terms and conditions and the general provisions of
this Agreement.

4.2  Therefore, on or before January 15, 1998, having made the decision and in
writing the commitment to Exercise the Option to Purchase the Klinker Property;
Canadian will be obligated to complete the property purchase subject to
termination of the agreement as hereinafter provided, together with such sums or
"interest reductions"


<PAGE>
as are set out hereafter which the parties agree are to be considered a true
pre-estimation of costs occasioned by noncompliance, for failure to complete the
purchase under the terms and conditions set forth herein. Canadian, having
exercised it option to purchase would be required to make the following mutually
agreed to and accepted "Purchase Payments" which would be due and payable in
cash to OOI as follows:

     a)   $1,600,000 due and payable on or before January 15, 1998 to earn an
          additional 16% participating interest in the Klinker Property with
          said, additional interest being only a deemed interest subject to a
          "interest reduction" reducing this additional interest from 16% to an
          earned 5% participating interest in the "Opal Business" from the
          Klinker Property if the full purchase price is not paid as outlined
          herein. Canadian, would, having commenced the purchase of the Klinker
          Property, be eligible to receive 36% of the net profits after taxes
          from the "Opal Business" as conducted by the operator provided the
          next payment towards the full purchase price is received by January
          15, 1999 and provided the full purchase price of $8,000,000 is paid as
          required herein;

     b)   $1,600,000 due and payable on or before January 15, 1999 to earn an
          additional 16% participating interest in the Klinker Property with
          said additional interest being only a deemed interest subject to a
          "interest reduction" reducing this additional interest from 16% to an
          earned 5% participating interest in the "Opal Business" from the
          Klinker Property if the full purchase price is
<PAGE>
          not paid as outlined herein. Canadian would, having continued the
          purchase of the Klinker Property, be eligible to receive 52% of the
          net profits after taxes from the "Opal Business" as conducted by the
          operator provided the next payment towards the full purchase price is
          received by January 15, 2000 and provided the full purchase price of
          $8,000,000 is paid as required herein;

     c)   $1,600,000 due and payable on or before January 15, 2000 to earn an
          additional 16% participating interest in the Klinker Property with
          said additional interest being only a deemed interest subject to a
          "interest reduction" reducing this additional interest from 16% to an
          earned 5% participating interest in the "Opal Business" from the
          Klinker Property if the full purchase price is not paid as outlined
          herein. Canadian would, having continued the purchase of the Klinker
          Property, be eligible to receive 68% of the net profits after taxes
          from the "Opal Business" as conducted by the operator provided the
          nest payment towards the full purchase price is received by January
          15, 2001, and provided the full purchase price of $8,000,000 is paid
          as required herein.

     d)   $1,600,000 due and payable on or before January 15, 2001 to earn an
          additional 16% participating interest in the Klinker Property with
          said additional interest being only a deemed interest subject to a
          "interest reduction" reducing this additional interest from 16% to an
          earned 5% participating interest in the "Opal Business" from the
          Klinker Property if the full purchase price is


<PAGE>
          not paid as outlined herein. Canadian would, having continued the
          purchase of the Klinker Property, be eligible to receive 84% of the
          net profits after taxes from the "Opal Business" as conducted by the
          operator provided the next payment towards the full purchase price is
          received by January 15, 2002 and provided the full purchase price of
          $8,000,000 is paid as required herein.

     e)   The final payment of $1,600,000; for a cumulative purchase payment of
          $8,000,000 due and payable on or before January 15, 2002, would earn
          Canadian the final 16% interest in the Klinker Property; would remove
          the subject to "interest reduction" under Items 4.1(a) to (d) above
          and would trigger the conversion of all of the participating interests
          referred to above to fully earned interests in the Klinker Property.
          The payment of the full $8,000,000 purchase price would therefore earn
          Canadian a 100% right, title and interest to the Klinker Property
          subject to Prospectors Agreement.

4.3  It is understood and agreed by the parties hereto that, considering the 20%
participating interest in the Klinker Property earned for the transfer of 20% of
Canadian's shares and considering the cash option payments made under Section 3
above; Canadian can only earn up to an additional 20% interest in and to the
Klinker Property to hold only a maximum of a 40% participating interest in the
"Opal Business" from the Klinker Property if Canadian does not fully exercise
its Option to Purchase by paying the full Purchase Price of $8,000,000 on or
before January 15, 2002 Canadian would have the option, at its sole discretion,
accelerate the purchase of the Klinker Property in order more quickly purchase
the 100% interest in the Klinker



<PAGE>
Property and to then be eligible to earn the full net profits from the full
"Opal Business" as it relates to the Klinker Property. Once the payment schedule
is advanced all subsequent payments must be equally advanced.

4.4  Canadian, upon raising public funds for the express purpose of purchasing
the Klinker Property, after those expenses listed in paragraph 2.2 would be
required to have said funds placed into a trust fund with OOI's designated
lawyer, or such party as may be mutually agreed in writing by both parties, to
be designated and held exclusively for that purpose.

4.5  After Canadian has Exercised its option to Purchase the costs of conducting
the "Opal Business" will be proportionately funded by the parties hereto out of
Gross revenue generated by the "Opal Business". The scope of the "Opal Business"
and expansion thereof will be determined by the cash flow generated by the "Opal
Business". The purchase payments to be received by OOI under Section 4.2 are not
expected to contribute to the "Opal Business" operating costs.

4.6 Having Exercised its Option to Purchase the Klinker Property under 4.2 it is
agreed by the Prospectors and OOI that Canadian will have also assumed the
responsibility to pay the royalties due to the Prospectors under the Prospectors
Agreement. Canadian may elect to do this in one of the following alternative
ways;

     a)   By making annual "advanced royalty payments" to the Prospectors, at
          the same time as the annual purchase payments are made to OOI under
          4.2 above, a total of five annual payments each in the sum of
          $100,000.00 cash and 30,000 free trading shares of the Company
          Canadian for a total "advance royalty buy-out" of $500,000.00 cash and
          150,000 free trading shares of the Company, Canadian, or,


<PAGE>
     b)   By making a one time "advance royalty payment" of $750,000.00 cash and
          200,000 free trading shares of the Company, Canadian to the
          Prospectors at the time the final payment is made towards the purchase
          price under 4.2(e) above.

     c)   By electing to accept and meet any and all of the remaining terms and
          conditions under the Prospectors Agreement at such time as Canadian
          earns a full 100% interest in the property under 4.2 above.

in the interim period, prior to Canadian having exercised its rights hereunder
to Purchase the Property and to pay out the Prospectors Royalties in advance,
and particularly during the period prior to 1998, it will be OOI's on going
responsibility to make royalty payments to the prospectors in accordance with
the terms and conditions of the Prospectors Agreement. This will be considered
an operating expense and Prospectors Royalties would continue as an operating
expense upon Canadian's election of alternate 4.6(c) above until all royalty
obligations are meet (see iii below).

     i)   In the event Canadian elects to make five advance royalty payments as
          a pay out under 4.6(a) above then these cash and stock payments will
          be made in lieu of royalty payments from production.

     ii)  In the event Canadian elects to make a single advance royalty payment
          as a payout under 4.6(b) above then regular royalty payments will be
          made from production as an ongoing operating expense in accordance
          with the Prospectors Agreement. It is understood and accepted by
          Canadian and OOI that this could result in the prospectors receiving
          cash and royalty payments which may exceed the original cash payable
          under the Prospectors Agreement.


<PAGE>
     iii) In the event Canadian elects to accept and take on OOI's royalty
          responsibilities under the Prospectors Agreement under 4.6(c) above
          then Canadian will continue to pay royalties on production under the
          terms and conditions of the Prospectors Agreement after having earned
          its 100% interest in the property which would be subject to the
          payment of royalties until the full amount of the royalty due is paid;
          and Canadian will, upon making the final royalty payments from
          production, arrange to transfer 300,000 shares of Canadian to the
          prospectors so as to meet the obligation which Canadian assumed from
          OOI under the terms and conditions of this agreement. Having completed
          these payments to the Prospectors, Canadian will be deemed to have met
          all of the remaining terms and conditions and requirements including
          any and all unpaid Prospectors Royalties relating to the Prospectors
          Agreement.

In the event that Canadian fails to complete the property purchase as outlined
in 4.2 above, any and all cash and shares received by the Prospectors as advance
royalty payments would be credited as outlined below; and would be considered as
advances towards the full royalty amounts payable under the Prospectors
Agreement. Thereafter OOI would re-assume the remaining royalty and share
payments due under the terms of the Prospectors Agreement and the royalty
payments would once again become an operating expense until the full amount is
paid out.

     -    Cash payments made as advance royalty payments will reduce the total
          cash amount due dollar for dollar

     -    share payments made under 4.6 (a) and (b) will be credited on a two
          for one basis (ie each share received from Canadian as part of an
          advance royalty payment will reduce OOI's ongoing obligation by two
          shares).

<PAGE>
Canadian will not be allowed to buy-out the Prospectors Royalties in a manner
disproportionate with or in preference to its paid interest earned in the
property from time to time under 4.2 above.

The Prospectors shall acknowledge adhesion to this amendment to the Prospectors
Agreement by signing acknowledgement and agreement to this paragraph 4.6 to be
affixed as Schedule "D" to this Agreement.

5.0  TRANSFER OF TITLE OF MINERAL CLAIMS

5.1 A full 20% participating interest in the Property will be deemed to have
been conveyed and transferred to Canadian effective immediately upon signing
this Agreement; subject only to the terms and conditions as outlined herein.

5.2 A further 5% participating interest in the Property will be deemed to have
been conveyed and transferred to Canadian effective immediately upon having made
each of the required Purchase Payments anticipated under Items 4.2(a) to (d)
above.

5.3 The final 60% participating interest in the Property will be deemed to have
been conveyed and transferred to Canadian effective immediately upon having made
the required final purchase payment anticipated under Item 4.2(e) above.

5.4 As previously outlined in Section 3.0, in the event Canadian provides
funding equal to a minimum of $560,000.00 on or before July 31, 1996 but does
not continue to exercise the option beyond that point; Canadian's earned
interest will be fixed at a maximum of a 20% participating interest level and
the option to Purchase will terminate. A Joint Venture would then be formed
under which the interests of


<PAGE>
both parties would be subject to dilution for nonparticipation. OOI would be the
designated operator of the Joint Venture. Budgets would be based on
recommendations made by a mutually designated consultant. Title to the property
would be registered proportionately in the names of the Joint Venture Partners
and would be managed and administered by OOI.

5.5  In the event Canadian fails to complete the purchase of the property after
having Exercised its Option to Purchase and after having made one or more
payments towards the ultimate purchase price as envisioned under Section 4.2
then Canadian's earned interest would be fixed at the maximum of a deemed earned
interest between 25% and 40% depending upon the number of payments made towards
the purchase price; and the Option to Purchase will terminate. The interest in
the Joint Venture would be established in accordance with the following formula;

Venturer's Interest =

Deemed Interest + Actual Contribution of Venturer Total Deemed Interest + Actual
Contribution by both Venturers

times 100

A Joint Venture Partnership would then be formed under which the interests of
both parties would be subject to dilution for non-participation. OOI would be
the designated operator of the Joint Venture. Budgets would be based on
recommendations made by a mutually designated consultant. Title to the property
would be registered proportionately in the names of the Joint Venture Partners
and would be managed and administered by OOI.


<PAGE>
5.6 In the event this agreement terminates prior to completion of the proposed
payments as set forth in Paragraph 3. 1, sub paragraphs (a) through (e) and in
Paragraph 3.2 hereof, one hundred per cent (100%) rights, title and interest in
the Property shall revert to OOI; with no interest being retained by Canadian.

5.7 In the period of time between the events specified in paragraph 5.1 and the
event specified in paragraph 4.2(e) the property and "Opal Business" shall
continue to be operated and managed by OOI.

5.8 OO agrees with Canadian that during the period set out in 5.7 that Canadian
will receive its pro-rata share of net profits after taxes, pursuant to the
option, for sales generated by the "Opal Business". The $560,000.00 option
payment received pursuant to paragraph 3~1 will accrue as expenses to OOI to be
deducted from earnings prior to distribution of profits. OOI shall be permitted
to characterize the nature of regulate the sum to minimize payment of taxes and
has deferred expenses against future income over such period of time as shall be
selected by OOI.

5.9 During the period prior to January 15, 1998 the payments received pursuant
to paragraph 3.1 will be utilized to develop the "Opal Business" but shall not
be utilized for any purposes concerned with exploration. Any and all exploratory
functions or engineering studies shall be conducted by OOI under contract to
Canadian, and at the sole expense of Canadian for purposes of determination of
the advisability of exercise of the option herein, or as may be required by
regulatory authorities pursuant to statute. All remuneration accruing to OOI
shall be billed and agreed at prevailing industry rates and in accordance with
good practice and standards as set within the industry or by legislation.


<PAGE>
5.10 All corporate and promotional expenses incurred by Canadian shall be
considered as solely to the account of Canadian and not in any way against OOI.
All information obtained as part of the property and project assessment during
the currency of this agreement is to be communicated openly, freely and
completely between-the parties.

6.0 OTHER CONSIDERATIONS & PROTECTION OF THE PARTIES

6.1 The parties hereto agree that each may protect their individual interests
under this Agreement by registering this Agreement or any other document which
they may consider advisable against the titles of the Klinker Property.

6.2 Canadian hereby.covenants and agrees to indemnify and save harmless OOI,
their successors and assigns, against and from any and all action, damages,
debts, accounts, claims and demands of any nature whatsoever at law or in equity
which may be brought against Canadian arising from the acquisition of the
company Canadian from its previous owners and shareholders; or subsequently as a
result of the day to day business of Canadian as a public company.

6.3 Canadian, hereby covenants and agrees to indemnify and save harmless OOI,
their successors and assigns, against and from any and all action, damages,
debts, accounts, claims and demands of any nature whatsoever at law or in equity
which may be brought against Canadian arising from the acquisition of a
percentage interest in the Klinker Property and from Canadian's actions or
business dealings after the date first above written.

6.4 The parties hereto agree that during the currency of this agreement Canadian
will have the right, at all reasonable times, but wholly at their own risk and
expense, to examine the property and data therefrom and in particular that
information relating to production from the property and information relating to
the "Opal Business".


<PAGE>
 6.5 The parties hereto acknowledge that any and all information received must
 be treated with discretion and that portions of said information must be
 treated as proprietary and confidential in nature and as such said information
 is to be retained in the strictest confidence. It is therefore agreed by the
 parties hereto that, in order to protect the various rights, interests and
 entitlements of each of the parties hereto and in particular to protect the
 confidentiality of certain information which will necessarily be disclosed by
 and between the parties hereto in order that each might assess and determine
 the viability and integrity of their respective roles under the agreement, each
 of the' parties hereto will have the right to, in writing, place express and
 specific restrictions on the use and dissemination of information which they
 feel is of a proprietary and confidential nature and the recipient of said
 information will be bound to maintain the confidential and proprietary nature
 of such information.

 6.6 OOI, or the designated operator, must be given the opportunity and
 responsibility to review for accuracy only and the final authority to approve,
 change or disapprove of any and all news or information releases about the
 property for accuracy only and/or "Opal Business" which are considered by OOI
 to be of a promotional or technical nature.

 6.7 The "Tourist Segment" of the "Opal Business" as developed to date by OOI
 will remain solely the property of OOI. OOI has included in its "tourist
 market" development numerous items other than opal from which sales revenue is
 generated. The revenues from the "tourist business" which will include some
 Okanagan opal products will be solely owned by OOI and Canadian will not
 participate in the net profits from this business which will be separately and
 clearly documented and accounted for by OOI. Canadian, at its own expense would
 have the right at all reasonable times to inspect the books of OOI's tourist
 business.


<PAGE>
 6.8 It will be OOI's intent to pursue its present tourist oriented retail
 marketing plan in conjunction with "tourist fee digging". OOI or its assignees
 must be deemed to have free and sole rights and exclusive access to "dumped"
 materials for "tourist fee digging activities" and will have the right to
 freely collect "dumped" material for its sole use and gain in the manufacture
 of tourist items and jewelry. OOI would at all times have the right to purchase
 rough opal from the operator at fair market value. A "fair market value" will
 be determined for the rough opal purchased by the OOI Tourist business based on
 the formulas which have been developed for payment of "Prospectors Royalties".
 Canadian would not participate in the profits from the "Tourist Business" which
 will in itself be a fully integrated "Opal Business" having a base of
 operations limited to the Vernon/North Okanagan Area.

 7.0      PROPERTY MAINTENANCE/AREA OF COMMON INTEREST

 7.1 Prior to the date that the Option to Purchase is fully exercised and prior
 to Canadian having earned a full 100% right, title and interest in the property
 as herein provided for it is the undertaking of OOI, as the operator, to ensure
 maintenance of the mineral claims in accordance with all applicable regulations
 during the currency of this agreement and under the terms and conditions
 specifically outlined in the Agreement.

 7.2 An area of common interest is acknowledged by the parties hereto which
 provides for the inclusion under the general terms and conditions of this
 Agreement of all properties acquired by the parties hereto within a two and one
 half (2.5) kilometer radius around the perimeter of the original claim block;
 whether by staking or by option or purchase from others after the commencement
 date.


<PAGE>
 8.0 NOTICE

 8.1 Any notice to be given or any delivery to be made hereunder shall be in
 writing and shall be deemed to be well, sufficiently and duly given or made if;

a) delivered in person and left with a secretary or other office employee at the
   relevant address set forth below; or

b) telegraphed, telexed, faxed or sent by other wire communication and
   confirmed by prepaid registered letter; or

c) sent in a prepaid registered letter deposited in a Canadian Post
   Office; if sent to Canadian; addressed to it at;

 219 Broadway
 Suite 261
 LAGUNA BEACH, CALIFORNIA
 USA 92651

 and if sent to OOI; addressed to it at;

 Okanagan Opal Inc.
 P.O. Box 298
 VERNON, B.C.
 VlT 6M2

 and any notice or delivery so given or made is deemed to have been received on
 the fifth day after mailing thereof if sent by prepaid registered mail, or on
 the day of delivery in person, or on the day of telegraphing, telexing or
 communication by other wire service, provided that the same is a business day
 and if not, on the next business day.


<PAGE>



 8.2 Any party hereto may from time to time, by notice in writing, change its
 address for the purpose of Section 8.0.

 9.0 GENERAL

 9.1 No party shall have the right to assign all or any portion of its interests
 under this agreement without the prior written consent and approval of the
 other parties; which consent shall not be unreasonably withheld.

 9.2 This Option to Purchase is non-transferable without the written consent and
 full approval of OOI. In the event Canadian attempts to sell, transfer or
 otherwise convey its rights hereunder to a third party without- first obtaining
 written consent and approval from OOI; will result in the full purchase price
 immediately becoming due and payable to OOI and any delay or failure to pay the
 full purchase price as would then be required will result in immediate
 termination of the agreement which could result in penalties resulting in a
 loss to Canadian of all or part of the earned percentage interest in the
 property from time to time as herein described.

 9.3 With respect to the Property, all negotiations, understandings and
 agreements, heretofore had between the parties hereto, are merged in this
 Agreement which when considered in the context of the Letter of Intent dated
 January 7, 1996 (see Schedule B hereto) and in consideration of the ongoing
 royalty commitments under the Prospectors Agreement (see Schedule C and D
 hereto) solely and completely expresses all of the understandings and/or
 agreements had between the parties. This Agreement complete with the attached
 Schedules shall supersede and replace any other agreement or arrangement,
 whether oral or written heretofore existing between the parties in respect of
 the subject matter of this Agreement.


<PAGE>



 9.4 It is not the purpose of intention of the parties hereto to create, and
 this Agreement does not create and is not to be construed as creating, a mining
 joint venture, or other partnership, association or any other relationship
 rendering either party liable for the debts of the other; save as to the
 commitments obliged under the terms and conditions of this Agreement.

 9.5 A Joint Venture Partnership will be formed only in the event that the
 Option to Purchase is terminated and then only if Canadian has earned a
 retained participating interest as provided for in this Agreement.

 9.6 This Agreement shall terminate;

a)        at the end of the day on which any payment due or obligation required
          under Section 3.0 or Section 4.0 of this Agreement has not been paid
          or otherwise met; subject only to paragraph 10.1; or

b)        On Canadian giving notice of termination to OOI which it shall be at
          liberty to do at anytime.

c)        As elsewhere herein specifically described for failure to comply with
          the terms and conditions of this Agreement.

 9.7 Any reference to money amounts in this agreement shall mean lawful currency
 of Canada.

 9.8 The parties hereto agree that all disputes or adverse claims which arise
 with respect to this agreement shall be submitted to binding arbitration before
 a single arbitrator, or if the parties cannot agree upon a single arbitrator,
 then such arbitration shall be before a board of three


<PAGE>
 arbitrators and such arbitration shall be in accordance with the provisions of
 the Commercial Arbitration Act, Bill 221986, and any amendments thereto or
 replacements thereof. The cost of arbitration shall be borne by the parties as
 the arbitrators may direct.

 9.9       The parties hereto, hereby covenant that;

     a)   no act or thing will be done that will adversely affect the rights,
          title or interest of others hereunder,

     b)   from time to time and at all times required, to do such further acts
          and execute such documents as shall be reasonably required in order to
          fully perform and carry out and implement the provisions of or the
          intent of the agreement.

 10.0 ENFORCEABILITY

 10.1 Any default or breach or non-performance of any of the covenants,
 agreements and conditions to be performed and observed on the part of Canadian
 or OOI shall not automatically terminate this agreement and said party will
 have thirty (30) days from receipt of written notice of such default, breach or
 non-performance in which to rectify same or to have commenced meaningful and
 progressive curative action.

 10.2 FORCE MAJEURE - Except as provided herein, time is of the essence in this
 agreement;

     a)   Notwithstanding anything herein contained to the contrary, if any of
          the parties hereto is prevented
          from or delayed in performing any


<PAGE>
          obligation under this agreement and such failure is occasioned by any
          cause beyond said parties control, including, without limiting the
          generality of the foregoing, the operation of any law, regulation or
          order of the Government or constituted authority, inability to secure
          any necessary permit, license or other authorization from the
          Government or constituted authority, labour disturbance or dispute,
          strike, lockout, riot, explosion, war, invasion, inability to obtain
          material, supplies, power, fuel or labour, interference by civil or
          military authority or acts of God, then, subject to subparagraph
          10.2(b) below, the time for the observance of the condition or
          performance of the obligation in question shall be extended for a
          period equivalent to the total period the cause of the prevention or
          delay persists or remains in effect regardless of the length of such
          total period;

     b)   If any party hereto claims suspension of its obligations as aforesaid,
          it shall promptly notify the other parties to that effect and shall
          take all reasonable steps to remove or remedy the cause and effect of
          the force majeure described in the said notice insofar as it is
          reasonably able so to do and as soon as possible.

     c)   Poor market conditions or other limiting financial conditions
          resulting in a lack of ability by Canadian to raise and provide the
          funds necessary to make the cash payments required under this
          agreement will not be deemed as a Force Majeure but is rather an
          economic factor which must be resolved by Canadian.

 10.3 This agreement shall enure to the benefit of, and be binding upon the
 parties hereto and their respective successors and assigns.


<PAGE>
 10.4 This agreement shall be governed by and interpreted in accordance with the
 laws of the Province of British Columbia and in accordance with acceptable
 mineral industry standards.

 IN WITNESS WHEREOF THE CORPORATE SEAL of CANADIAN NORTHERN LITES INC. has been
 hereto affixed in the presence of its duly qualified officers on such behalf,
 all as of the day and year first above written.

 The Common Seal of the Company,
 CANADIAN NORTHERN LITES INC.
 was hereunto affixed in the
 presence of;


 ------------------------------
 AUTHORIZED SIGNATORY


 ------------------------------
 AUTHORIZED SIGNATORY


 IN WITNESS WHEREOF THE CORPORATE SEAL of OKANAGAN OPAL INC. has been hereto
 affixed in the presence of its duly qualified officers on such behalf, all as
 of the day and year first above written.

 The Common Seal of the Company,
 OKANAGAN OPAL INC. was hereunto
 affixed in the presence of:



 ------------------------------
 AUTHORIZED SIGNATORY


 ------------------------------
 AUTHORIZED SIGNATORY




<PAGE>
                                   SCHEDULE A

 To the Agreement entered into between CANADIAN NORTHERN LITES INC. and the
 property owners, namely OKANAGAN OPAL INC.; dated April 10/96.

 PROPERTY DESCRIPTION
 --------------------

 KLINKER PROPERTY MINERAL CLAIMS

 Claim Name       Units             Record #s          Expiry Date
 ----------       -----             ---------          -----------
 Klinker 1        1                 302379            July 7, 2003
 Klinker 2        1                 302280            July 7, 2003
 Ewer 1           1                 307237            Jan. 12, 2003
 Ewer 2           1                 307238            Jan. 12, 2003
 Ewer 3           1                 307239            Jan. 13, 2003
 Ewer 4           1                 307240            Jan. 13, 2003
 Ewer 5           1                 307241            Jan. 13, 2003
 Ewer 6           1                 307242            Jan. 13, 2003
 Ewer 7           1                 307243            Jan. 13, 2003
 Ewer 8           1                 307244            Jan. 13, 2003
 Ewer 9           1                 307245            Jan. 13, 2003
 Ewer 10          1                 318280            June 9, 2003
 Ewer 11          1                 307246            Jan. 13, 2003
 Ewer 12          1                 307247            Jan. 13, 2003
 Ewer 13          1                 307248            Jan. 13, 2003
 Ewer 14          1                 307249            Jan. 13, 2003
 Ewer 15          1                 307250            Jan. 13, 2003
 Ewer 16          1                 307251            Jan. 13, 2003
 Ewer 17          1                 307252            Jan. 13, 2003
 Ewer 18          1                 307253            Jan. 13, 2003
 Ewer 19          1                 307254            Jan. 13, 2003
 Ewer 20          1                 307255            Jan. 13, 2003
 Ewer 21          1                 307256            Jan. 13, 2003
 Ewer 22          1                 307258            Jan. 13, 2003
 Ewer 23*         1                 338119            July 16, 2003
 Paul Fr.*        1                 326981            June 17, 2003
 Paul 2 Fr.*      1                 333923            Jan. 26, 2003


<PAGE>
 Klinker Fr.*     1                 338117            July 16, 2003
 Klinker #2 Fr.*  1                 338118            July 16, 2003
 Light*           1                 342130            Nov. 3, 1997

  *These claims, which may acquire some ground as a result of the Section 35
 Complaint filed by Okanagan Opal Inc., are considered part of the agreement. It
 is not possible at this time to determine how much ground, if any, these claims
 presently control or may acquire. See map on Page 2 of Schedule "A" attached.

 * Title to these claims is recorded in the name Robert W. Yorke-Hardy, Box 298,
 Vernon, B.C. and are held in trust by, him for Okanagan Opal Inc. The expiry
 dates shown herein assumes acceptance of the application of assessment work
 from the 1995 program. The claims are all located and recorded in the Vernon
 Mining Division of British Columbia. All claims have been located in accordance
 with the requirements of the Mineral Act of British Columbia.

 Title to the balance of the claims is recorded in the name of Robert W.
 Yorke-Hardy and Glen Grywacheski of Vernon, British Columbia, and are held in
 trust by them for Okanagan Opal Inc. The expiry dates shown herein assumes
 acceptance of the application of assessment work from the 1995 program. The
 claims are all located and recorded in the Vernon Mining Division of British
 Columbia. All claims have been located in accordance with the requirements of
 the Mineral Act of British Columbia.


<PAGE>

Map of Klinker Property
<PAGE>

                                                                          Page 1

                                  SCHEDULE 'D'

 Being the excerpt from the Option Agreement between OKANAGAN OPAL INC. (OOI)
 and CANADIAN NORTHERN LITES INC. (CANADIAN), constituting an amendment to the
 Opal claims agreement dated October 1, 1993 generally, and paragraph 3.0
 specifically.

 4.6 Having Exercised its Option to Purchase the Klinker Property under 4.2 it
 is agreed by the Prospectors and OOI that Canadian will have also assumed the
 responsibility to pay the royalties due to the Prospectors under the
 Prospectors Agreement. Canadian may elect to do this in one of the "following
 alternative ways;

     a)   By making annual "advanced royalty payments" to the Prospectors, at
          the same time as the annual purchase payments are made to OOI under
          4.2 above, a total of five annual payments each in the sum of
          $100,000.00 cash and 30,000 free trading shares of the Company
          Canadian for a total "advance royalty buy-out" of $500,000.00 cash and
          150,000 free trading shares of the Company, Canadian, or,

     b)   By making a one time "advance royalty payment" of $750,000.00 cash and
          200,000 free trading shares of the Company, Canadian to the
          Prospectors at the time the final payment is made towards the purchase
          price under 4.2(e) above.

     c)   By electing to accept and meet any and all of the remaining terms and
          conditions under the Prospectors Agreement at such time as Canadian
          earns a full 100% interest in the property under 4.2 above.


<PAGE>
                                                                          Page 2

 In the interim period, prior to Canadian having exercised its rights hereunder
 to Purchase the Property and to pay out the. Prospectors Royalties in advance,
 and particularly during the period prior to 1998, it will be OOI's on going
 responsibility to make royalty payments to the prospectors in accordance with
 the terms and conditions of the Prospectors Agreement. This will be considered
 an operating expense and Prospectors Royalties would continue as an operating
 expense upon Canadian's election of alternate 4.6(c) above until all royalty
 obligations are meet (see iii below).

     i)   In the event Canadian elects to make five advance royalty payments as
          a pay out under 4.6(a) above then these cash and stock payments will
          be made in lieu of royalty payments from production.

     ii)  In the event Canadian elects to make a single advance royalty payment
          as a payout under 4.6(b) above then regular royalty payments will be
          made from production as an ongoing operating expense in accordance
          with the Prospectors Agreement. It is understood and accepted by
          Canadian and OOI that this could result in the prospectors receiving
          cash and royalty payments which may exceed the original cash payable
          under the Prospectors Agreement.

     iii) In the event Canadian elects to accept and take on OOI's royalty
         responsibilities under the Prospectors Agreement under 4.6(c) above
         then Canadian will continue to pay royalties on production under the
         terms and conditions of the Prospectors Agreement after having earned
         its 100% interest in the property which would be subject to


<PAGE>
                                                                          Page 3

 the payment of royalties until the full amount of the royalty due is paid; and
 Canadian will, upon making the final royalty payments from production, arrange
 to transfer 300,000 shares of Canadian to the prospectors so as to meet the
 obligation which Canadian assumed from OOI under the terms and conditions of
 this agreement. Having completed these payments to the Prospectors, Canadian
 will be deemed to have met all of the remaining terms and conditions and
 requirements including any and all unpaid Prospectors Royalties relating to the
 Prospectors Agreement.

 In the event that Canadian fails to complete the property purchase as outlined
 in 4.2 above, any and all cash and shares received by the Prospectors as
 advance royalty payments would be credited as outlined below; and would be
 considered as advances towards the full royalty amounts payable under the
 Prospectors Agreement. Thereafter OOI would re-assume the remaining royalty and
 share payments due under the terms of the Prospectors Agreement and the royalty
 payments would once again become an operating expense until the full amount is
 paid out.

     -    Cash payments made as advance royalty payments will reduce the total
          cash amount due dollar for dollar

     -    share payments made under 4.6 (a) and (b) will be credited on a two
          for one basis (ie each share received from Canadian as part of an
          advance royalty payment will reduce OOI's ongoing obligation by two
          shares).

 Canadian will not be allowed to buy-out the Prospectors Royalties in a manner
 disproportionate with or in preference, to its paid interest earned in the
 property from time to time under 4.2 above.


<PAGE>
                                                                          Page 4

 The Prospectors shall acknowledge adhesion to this amendment to the Prospectors
 Agreement by signing acknowledgement and agreement to this paragraph 4.6 to be
 affixed as Schedule 'D' to this Agreement.

 SIGNED, SEALED AND DELIVERED               )
 in the presence of:                        )
                                            ) ---------------------------
 ---------------------------                )     ROBERT W. YORKE-HARDY
                                            )
 ---------------------------                )
                                            )
 ---------------------------                )
 SIGNED, SEALED AND DELIVERED               )
 in the presence of:                        )
                                            )---------------------------
 ---------------------------                )      GLEN GRYWACHESKI
                                            )
 ---------------------------                )
                                            )
 ---------------------------                )



<PAGE>













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


                                    Exhibit 9

                               Map of Opal Claims
                                       per
                            April 10, 1996 Agreement

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















<PAGE>

Map of Klinker Property































<PAGE>











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

                                   Exhibit 10

                          Opal Claims / Klinker Project
                               Exploration Budget
                             for Third Quarter 1996


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


















<PAGE>



                              KLINKER PROJECT 1996
                               EXPLORATION BUDGET

                         (Period from June to September)

 Phase 1:
 Field Management and Administration:
 ------------------------------------
      Y-H Technical Services Ltd. (part time daily) to
      a cumulative total of 10 days per month @$300/day               $ 3,000

 Camp and Field Equipment & Field Supplies Expenses:
 ---------------------------------------------------

        - includes field office, camp trailer, safety gear,
          hand tools and equipment, site vehicles (Jeep & ATV),
          radio and cell phone, food & general camp supplies
          for up to 4 people, first aid and fire fighting
          equipment gas and propane, diesel, flagging, topo
          thread, office supplies, field books, etc.
               31 days per month @ $250/day                           $  7,750

 Equipment Rentals:
 ------------------
          - 3 water pumps with hoses @   $1,000/mo
          - 5,000 waft generator     @   $  500/mo
          - 170 cfm compressor c/w
            hoses, jack hammer,      @        $1,700/mo
            chisels and oiler                 $3,200/mo.              $  3,200




 Bobcat w/ buckets and breaker (part time) to a
 cumulative total of 10 days/mo. (based on $5,000/mo.)                $  1,700

 Vehicle (4X4 crew cab or van) -------                                $  1,800
                                                                      ----------
                                                                      $ 17,450
 Wages and Sub-Contracts:

 Geologist 21 days/mo. @ $250/day                                     $  5,250
 Geologist 21 days/mo. @ $225/day                                     $  4,725
 Lead hand -                                                          $  4,000
 Helper -                                                             $  2,500
 Weekend watchman -- part time 4 days/mo                              $    750
                                                                      ----------
                                                                      $ 17,225
 Sub Total -- $34,675 per month.
                10% Continqency                                       $  3,465
                                                                      ----------
 Monthly Total                                                        $ 38,140

Assuming a project duration will be 4 month then total costs for the above
portions of the project will be:

     $38,140/mo. X 4 = $152,560                                       $152,560


<PAGE>
 Other Costs:
 ------------
 Government Bond and fees -                                           $  7,500
 Airborne Lineation Study Contract -                                  $  3,000
 Grid preparation -
       - 50 kilometres of chained & compassed grid - 35 lines @ 50    $ 15,000
       metre spacings, - stations on lines @ 10 metre spacings.
 Geochemical Analyses -
       250 soil geochem                                               $  6,250
       250 rock geochem                                               $  6,250
 Geophysical Surveys (including independent reports)
       50 kilometres of magnetometer                                  $  7,500
       50 kilometres of VLF-EM (2 channels)                           $  7,500
       ground penetrating radar or gravity surveys - test area        $ 15,000
 Small excavator for exploration stripping -
          - 10 days/mo. X $600/day X 4 months                         $ 24,000

 Ongoing Costs: (October 1, 1996 to March 31, 1997)
 --------------------------------------------------
 Data compilation and report preparations
          Geologist -
                6 months @ $5,250/mo.                                 $ 31,500
          Geologist -
                3 months @ $4,725/mo.                                 $ 14,175
          Management and Administration - (part time)
                6 months @ $1,500/mo.                                 $  9,000
                                                                      ----------
                Sub Total --                                          $146,675
                         10% Contingency                              $ 14,667
                Total                                                 $161,342

     TOTAL PHASE 1                                                    $313,902
 Phase 2: (Contingent on Phase 1 results)
 Large excavator with rock breaker for bulk sampling
               - 10 days @ $1,500/day                                 $ 15,000
 Drilling -
           Diamond  drilling HQ core
               - 2000 feet @ $30/ft.                                  $ 60,000
 Percussion drilling 6" holes
               - 5000 feet @ $10/ft.                                  $ 50,000
               Sub Total -                                            $125,000
                          20% Contingency                             $ 25,000
                                                                      ----------

               Total                                                  $150,000
               TOTAL PHASE 1 & 2                                      $463,902
               GST                                                    $ 32,473
                                                                      ----------
               GRAND TOTAL                                            $496,375

<PAGE>















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


                                   Exhibit 11

                           Specimen Stock Certificate
                          Canadian Northern Lites, Inc.

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



























<PAGE>
Sample Stock Certificate

Front



<PAGE>

Sample Stock Certificate

Back



<PAGE>
















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



                                   Exhibit F1

                    Unimex Transnational Consultants, Inc.'s
                          Audited Financial Statements
                                      as of
                           December 31, 1995 and 1994



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











<PAGE>






                     Unimex Transnational Consultants, Inc.

                          (A Development Stage Company)
                        Consolidated Financial Statements
                           December 31, 1995 and 1994

















<PAGE>



                                    CONTENTS



 Accountants' Report ......................................................3

 Consolidated Balance Sheets ..............................................4

 Consolidated Statements of Operations ....................................5

 Consolidated Statements of Stockholders' Equity...........................6

 Consolidated Statements of Cash Flows ....................................7

 Notes to the Consolidated Financial Statements............................8

















<PAGE>



                           CROUCH BIERWOLF & CHISHOLM
                          Certified Public Accountants
                          50 West Broadway, Suite 1130
                           Salt Lake City, Utah 84101

                          INDEPENDENT AUDITOR'S REPORT

 To the Board of Directors and Stockholders of
 Unimex Transnational Consultants, Inc.

 We have audited the accompanying consolidated balance sheets of Unimex
 Transnational Consultants, Inc. (A Development Stage Company), as of December
 31, 1995 and 1994, and the related consolidated statements of operations,
 stockholders' equity and cash flows for the years ended December 31, 1995, 1994
 and 1993, and from Inception on June 18, 1990 through December 31, 1995. These
 financial statements are the responsibility of the Company's management. Our
 responsibility is to express an opinion on these financial statements based on
 our audits.

 We conducted our audits in accordance with generally accepted auditing
 standards. Those standards require that we plan and perform the audits to
 obtain reasonable assurance about whether the financial statements are free of
 material misstatement. An audit includes examining, on a test basis, evidence
 supporting the amounts and disclosures in the financial statements. An audit
 also includes assessing the accounting principles used and significant
 estimates made by management, as well as evaluating the overall financial
 statement presentation. We believe that our audits provides a reasonable basis
 for our opinion.

 In our opinion, the consolidated financial statements referred to above present
 fairly, in all material respects, the financial position of Unimex
 Transnational Consultants, Inc. (A Development Stage Company) as of December
 31, 1995 and 1994, and the results of its operations and cash flows for the
 years ended December 31, 1995, 1994 and 1993 and from inception on June 18,
 1990 through December 31, 1995 in conformity with generally accepted accounting
 principles.



 Salt Lake City, Utah
 March 8, 1996


<PAGE>



                     Unimex Transnational Consultants, Inc.
                        (A Development Stage Enterprise)
                           Consolidated Balance Sheets


                                                          December 31,
                                                  --------------------------
                                                      1995           1994
                                                  -----------    -----------
                                     Assets


Current assets
   Cash                                           $   2,250      $       -
   Prepaid expenses                               $   1,700              -
                                                  -----------    -----------

 Total Current Assets                                 3,950              -
                                                  -----------    -----------
 Other assets
   Organization cost (Note 1)                         6,000              -
                                                  -----------    -----------
     Total Assets                                 $   9,950      $       -
                                                  ===========    ===========

                      Liabilities and Stockholders Equity


 Liabilities                                      $       -      $       -
                                                  -----------    -----------

 Stockholders' Equity

   Common Stock, authorized
   100,000,000 shares of $.001
   par value, issued and
   50,000 and 30,000, respectively                       50             30

 Additional Paid in Capital                          12,950          2,970

 Deficit Accumulated During the
  Developmental Stage                                (3,050)        (3,000)
                                                 -----------    -----------

       Total Equity                                   9,950              -
                                                  -----------    -----------
 Total Liabilities and Stockholders' Equity       $   9,950      $       -
                                                  ===========    ===========

              The accompanying notes are an integral part of these
                             financial statements.


<PAGE>



                     Unimex Transnational Consultants, Inc.
                          (A Development Stage Company)
                      Consolidated Statements of Operations

                                                                    Cumulative
                                                                       Total
                                                                       Since
                            For the Years ended December 31,         Inception
                           ----------------------------------        ----------
                              1995        1994       1993

 Revenues:                 $     -     $     -    $     -             $     -

 Expenses:

    Bank charges                50           -          -                  50
    Amortization                 -       3,000          -               3,000

                           --------    --------    --------           --------
          Total Expenses        50       3,000          -                   -

 Net Loss                  $   (50)    $(3,000)    $    -             $(3,050)

 Net Loss Per Share        $ (.002)    $  (.10)    $(.000)            $ (.099)
                           ========    ========    ========           ========








                    The accompanying notes are an integral part of these
                             financial statements.


<PAGE>



                     Unimex Transnational Consultants, Inc.
                          (A Development Stage Company)
                  Consolidated Statement of Stockholder' Equity
            From Inception on June 18, 1990 through December 31, 1995
<TABLE>

                                                        Additional    Deficit accumulated
                                 Common Stock            Paid-in           during the
                               Shares         Amount      Capital        Development Stage
                              --------       --------   ----------    --------------------

<S>                           <C>            <C>        <C>           <C>
Issuance of stock to officers,  30,000       $   30     $   2,970     $              -
  directors and other
  individuals for
  organization costs
  on April 10, 1991

Net Loss from inception
  through December 31, 1992          -            -             -                    -

Net Loss for the years ended
  December 31, 1993                  -            -             -                    -
                              ---------     ---------   ---------    ---------------------

Balance at
   December 31, 1993            30,000      $    30         2,970    $               -

Net Loss for the year ended                                                     (3,000)
   December 31, 1994           ---------     ---------   ---------    ---------------------

 Balance at
    December 31, 1994            30,000          30         2,970               (3,000)

 Issuance of common stock to
  the public for cash on
  October 31, 1995                8,000           8         3,992                    -

 Issuance of common stock
   for services                  12,000          12         5,988                    -

 Net Loss for the year
   ended December 31, 1995                                                         (50)
                              ---------     ---------   ---------    ---------------------
 Balance December 31, 1995       50,000     $    50     $  12,950    $          (3,050)

</TABLE>

              The accompanying notes are an integral part of these
                             financial statements.




<PAGE>



                     Unimex Transnational Consultants, Inc.
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flow

                                                                    Cumulative
                                                                       Total
                                                                       Since
                            For the Years ended December 31,         Inception
                           ----------------------------------        ----------
                              1995       1994       1993
 Cash Flows From
 Operating Activities:
   Net Loss                $   (50)    $ (3,000)  $     -           $  (3,050)
                           --------    --------    --------         ----------
 Less non-cash items:
  Amortization                   -        3,000         -               3,000
                           --------    --------    --------         ----------

 Net Cash Used by Operating
  Activities                   (50)           -         -                 (50)
                           --------    --------    --------         ----------
 Cash flow from Investing
    Activities:
     Cash paid for prepaid
     expenses               (1,700)           -         -              (1,700)
                           --------    --------    --------         ----------
 Net cash used in Investing
     Activities             (1,700)           -         -              (1,700)
                           --------    --------    --------         ----------
Cash Flows From Financing
     Activities:
Proceeds From Issuance of
   Common Stock              4,000            -         -               4,000
                           --------    --------    --------         ----------

Net Cash Provided by         4,000            -         -               4,000
   Financing Activities    --------    --------    --------         ----------

Net Increase (Decrease) in Cash
   and Cash Equivalents      2,250            -         -               2,250
                           --------    --------    --------         ----------

Cash and Cash Equivalents at
   Beginning of Year             -            -         -                   -
                           --------    --------    --------         ----------

Cash and Cash Equivalents at
   End of Year             $ 2,250     $      -    $    -            $  2,250
                           ========    ========    ========         ==========

         The accompanying notes are an integral part of these financial
                                   statements.

<PAGE>



                     Unimex Transnational Consultants, Inc.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 1995 and 1994

 NOTE 1 - Summary Of Significant Accounting Policies

 a.           Organization


              Unimex Transnational Consultants, Inc. (the Company) was first
 incorporated in the State of Nevada on June 18, 1990 as QQQ-Huntor Associates,
 Inc., On July 21, 1995 the Company changed its domicile to the State of Texas
 and merged into a Texas Corporation Unimex, Transnational Consultants, Inc.
 Neither company has any operating activity and is in the development stage.

 b.           Accounting Method

 The Company recognizes Income and expense on the accrual basis of accounting.

 C.           Earnings (Loss) Per Share -

              The computation of earnings per share of common stock is based on
 the weighted average number of shares outstanding at the date of the financial
 statements.

 d.           Cash and Cash Equivalents

              The company considers all highly liquid Investments with
 maturities of three months or less to be cash equivalent-..

 e.           Provision for Income Taxes

              No provision for income taxes have been recorded due to net
 operating loss carryforwards totaling approximately $3,000 that will be offset
 against future taxable income. These NOL carryforwards begin to expire in the
 year 2009. No tax benefit has been reported in the financial statements because
 the Company believes there is a 50% or greater chance the carryforward will
 expire unused.

 f.           Organization Expenses

              Expenses incurred in the organization or reorganization of the
 Company have been capitalized and are being amortized over a 60 month period.

 NOTE 2 - Going Concern

              The accompanying financial statements have been prepared assuming
 that the company will continue as a going concern. The company has no assets
 and has had recurring operating losses for the past several years and is
 dependent upon financing to continue operations. The financial statements do
 not include any adjustments that might result from the outcome of this
 uncertainty. It is management's plan to find an operating company to merge
 with, thus creating necessary operating revenue.


<PAGE>



 NOTE 4

                     Unimex Transnational Consultants, Inc.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                   December 31, 1995, August 31, 1995 and 1994

 NOTE 3 - Capitalization & Stock Split

               On April 10, 1991 the Company issued 30,000 shares of its common
 stock to officers, directors and other individuals for services performed in
 the organization of the Company.

               In October 1995 the Company completed a limited public offering
 of 12,000 shares of its previously authorized, but unissued common stock. Gross
 proceeds from the offering were $4,000.

               Also in October 1995, the Company Issued 5,000 shares for
 services provided in connection with the reorganization of the Company. A value
 of $6,000 was assigned to the services by tile board of director

 NOTE 4 - Development Stage Company

               The Company is a development stage company as defined in
 Financial Accounting Standards Board Statement No. 7. It is concentrating
 substantially all of its efforts in raising capital and searching for a
 business operation with which to merge, or assets to acquire, In order to
 generate significant operations.

 NOTE 5 - Related Party Transactions

               The Company prepaid $1,700 to HIS Financial Services for
 management and consulting services to be performed in 1996. HIS Is partially
 owned by a major shareholder and officer of the Company.


<PAGE>









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

                                   Exhibit F2

                       Dakota Mining and Exploration Ltd.
                          Audited Financial Statements
                                      as of
                                January 31, 1996

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







<PAGE>



                        DAKOTA MINING & EXPLORATION LTD.

                              FINANCIAL STATEMENTS

                                JANUARY 31, 1996


<PAGE>



                        DAKOTA MINING & EXPLORATION LTD.
                                JANUARY 31, 1996
                                    CONTENTS

                                                            Page

 AUDITOR'S REPORT                                             1

 FINANCIAL STATEMENTS

     Balance Sheet                                            2

     Statement of loss and deficit                            3
     Statement of Changes in Financial Position               4

     Notes to Financial Statements                          5-6




                                                        LUNDGREN & COMPANY
                                                       CHARTERED ACCOUNTANTS


<PAGE>



                    LUNDGREN & COMPANY CHARTERED ACCOUNTANTS

 Page 1


                                AUDITOR'S REPORT



 To the Shareholders of
 Dakota Mining & Exploration Ltd.

 We have audited the balance  sheet of Dakota  Mining &  Exploration  Ltd. as at
 January  31,  1996,  and the  statements  of loss and  deficit  and  changes in
 financial position for the year then ended. These financial  statements are the
 responsibility of the company's management. Our responsibility is to express an
 opinion on these financial statements based on our audit.

 we conducted our audit in accordance with generally accepted  standards.  Those
 standards  require  that we plan and  perform  an audit  to  obtain  reasonable
 assurance whether the financial  statements are free of material  misstatement.
 An audit includes examining,  on a test basis,  evidence supporting the amounts
 and disclosures in the financial  statements.  An audit also includes assessing
 the accounting principles used and significant estimates made by management, as
 well as evaluating the overall financial statement presentation.

 In our opinion,  these financial  statements  present  fairly,  in all material
 respects,  the financial position of the company as at January 31, 1996 and the
 results of operations and changes in financial  position of the company for the
 year then ended, in accordance with generally accepted accounting principles.

 Kelowna, B.C.
 March 7, 1996

                                                 CHARTERED ACCOUNTANTS

                #101 - 3140 Lakeshore Road, Kelowna, B.C. VlW 3T1
                   Phone: (604) 861-3255p Fax: (604) 868-3419


<PAGE>
 Page 2
                        DAKOTA MINING & EXPLORATION LTD.
                                  BALANCE SHEET
                             AS AT JANUARY 31, 1996
                       (with comparative figures for 1995)


                                                  1996           1995
                                                  ----           ----
                                     ASSETS

 OPTIONS (Note 3)                              $ 125,938      $     -

 CAPITAL ASSETS                                      475            -

 INCORPORATION COSTS                               1,219          1,219
                                               ----------     ----------
                                               $ 127,632      $   1,219
                                               ==========     ==========

                                   LIABILITIES

 CURRENT
    Accounts payable and accrued liabilities   $  26,139      $   2,400
                                               ----------     ----------


                              SHAREHOLDERS' EQUITY

 CAPITAL STOCK (Note 5)                          210,718            200

 DEFICIT                                        (109,225)        (1,381)
                                               ----------     ----------
                                                 101,493         (1,181)
                                               ----------     ----------
                                               $ 127,632      $   1,219
                                               ==========     ==========
 APPROVED ON BEHALF OF THE BOARD:


                                   Director
 ----------------------------------
                                   Director
 ----------------------------------

<PAGE>
 Page 3

                        DAKOTA MINING & EXPLORATION LTD.

                          STATEMENT OF LOSS AND DEFICIT

                       FOR THE YEAR ENDED JANUARY 31, 1996

                       (with comparative figures for 1995)


                                                  1996            1995
                                                  ----            ----

 REVENUE
    Consulting                               $      -          $    29,700
                                             ------------      ------------
 EXPENSES
  Consulting fees                                41,946                -
  General and
     administrative expenses                     65,898             31,081
                                             ------------      ------------
                                                107,844             31,081
                                             ------------      ------------

 LOSS BEFORE INCOME TAXES                     (107,844)            (1,381)
                                             ------------      ------------

 NET LOSS                                      (107,844)            (1,381)

 DEFICIT, beginning of year                      (1,381)               -
                                             ------------      ------------
 DEFICIT, end of year                        $ (109,225)       $    (1,381)
                                             ============      ============


                                                              LUNDGREN & COMPANY
                                                           CHARTERED ACCOUNTANTS





<PAGE>




 Page 5

                        DAKOTA MINING & EXPLORATION LTD.

                        NOTES TO THE FINANCIAL STATEMENTS

                                JANUARY 31, 1996

1.   CHANGE OF NAME

     The company changed its name to Dakota Mining & Exploration  Ltd.from Eagle
     Ridge Manufacturing on July 27, 1995.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a) Nature of business

         The company is in the business of developing mining properties.

     (b) The company is incorporated in the Province of British Columbia

     (c) Capital Assets

     Capital assets are recorded at cost. Amortization is provided annually at
     rates calculated to write-off the assets over their estimated useful lives.

3.   OPTIONS

     In the year prior to January 31, 1996, the company  negotiated and signed a
     "Letter of Intent". During the year non-refundable option payments of
     $100,000 were made with a further $20,000  payable at year end.  Subsequent
     option payments are due as follows:

     on or before March 31, 1996               $  30,000
     on or before April 30, 1996                 100,000
     on or before July 31, 1996                  400,000



     The letter of intent terminates whenever an option payment is not made on
     the appointed date. Related direct costs have also been capitalized and
     included.

     In addition, the company holds the patent rights for manufacture and
     distribution in Canada of a disposable cat litter house. As the future
     valuation of this product is unknown the patent is assigned a valuation of
     $1.

                                                              LUNDGREN & COMPANY
                                                           CHARTERED ACCOUNTANTS


<PAGE>



 Page 6
                        DAKOTA MINING & EXPLORATION LTD.

                        NOTES TO THE FINANCIAL STATEMENTS

                                JANUARY 31, 1996

 4.  LOSS CARRY FORWARD


     The company has losses to be carried forward for income tax purposes in the
     amount of $102,943 of which $163 expires in 2002 and $102,780 in 2003.
     Estimated income tax recoveries have not been recorded in the financial
     statements as their realization is not virtually certain.

 5.  CAPITAL STOCK

     10,000     Class A voting common shares without par value;

     100,000    Class B voting common shares without par value;

     10,000     Class C Non-voting common shares without par value;

     10,000     Class D Non-voting redeemable preferred shares with
                a par value of $10.00 each.

                                                  1996           1995
                                                 ------         ------
 Stated capital:
      10,000         Class A common shares     $ 210,718      $    200

 6.      SUBSEQUENT EVENTS.

     On March 1, 1996 the company negotiated and signed an addendum to the
     "Letter of Intent" paying $20,000 previously due and owing at January 31,
     1996.

                                                              LUNDGREN & COMPANY
                                                           CHARTERED ACCOUNTANTS


<PAGE>









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

                                   Exhibit F3

                            Combined and Consolidated
                         Unaudited Financial Statements
                                      as of
                                  April 30,1996

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













<PAGE>


















                          Canadian Northern Lites, Inc.
                (formerly Unimex Transnational Consultants, Inc.)
                          (A Development Stage Company)
                        Consolidated Financial Statements
                   April 30, 1996, December 31, 1995 and 1994















<PAGE>


                                    CONTENTS


Accountants' Report . . . . . . . . . . . . . . . . . . . . . .3

Consolidated Balance Sheets . . . . . . . . . . . . . . . . . .4

Consolidated Statements of Operations . . . . . . . . . . . . .6

Consolidated Statements of Stockholders' Equity . . . . . . . .7

Consolidated Statements of Cash Flows . . . . . . . . . . . . .9

Notes to the Consolidated Financial Statements  . . . . . . . .10










<PAGE>


                           CROUCH, BIERWOLF & CHISHOLM
                          Certified Public Accountants
                          50 West Broadway, Suite 1130
                           Salt Lake City, Utah 84101

 INDEPENDENT AUDITOR'S REPORT

 To the Board of Directors and  Stockholders of Canadian  Northern  Lites.  Inc.
 formerly Unimex Transnational Consultants, Inc.

 We have  audited  the  accompanying  consolidated  balance  sheets of  Canadian
 Northern Lites, Inc. (A Development Stage Company), as of December 31, 1995 and
 1994.  and the related  consolidated  statements of  operations,  stockholders'
 equity and cash flows for the years ended December 31, 1995, 1994 and 1993, and
 from  inception on June 18, 1990 through  December  31, 1995.  These  financial
 statements   are  the   responsibility   of  the  Company's   management.   Our
 responsibility is to express an opinion on these financial  statements based on
 our audits.

 We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
 standards.  Those  standards  require  that we plan and  perform  the audits to
 obtain reasonable  assurance about whether the financial statements are free of
 material misstatement.  An audit includes examining,  on a test basis, evidence
 supporting the amounts and  disclosures in the financial  statements.  An audit
 also  includes  assessing  the  accounting   principles  used  and  significant
 estimates  made by  management,  as well as  evaluating  the overall  financial
 statement  presentation.  We believe that our audits provide a reasonable basis
 for our opinion,

 In our opinion, the consolidated financial statements referred to above present
 fairly, in all material  respects,  the financial position of Canadian Northern
 Lites, Inc. (A Development Stage Company) as of December 31, 1995 and 1994, and
 the results of its  operations and cash flows for the years ended December 31,-
 1995,  1994 and 1993 and from  inception on June 18, 1990 through  December 31,
 1995 in conformity with generally accepted accounting principles.

 The financial statements for the period April 30, 1996 were not audited by us
 and accordingly, we express no opinion or other form of assurance on them.

 Salt Lake City, Utah
 March 8, 1996



<PAGE>



 Jun-06-96 04:21P





                          Canadian Northern Lites, Inc.
                (formerly Unimex Transnational Consultants, Inc.)
                          (A Development Stage Company)
                           Consolidated Balance Sheets

                                     Assets

                                    April 30,                  December 31,
                                                          ---------------------
                                      1996                  1995         1994
                                   ----------             --------     --------
                                   (Unaudited)

 Current assets
     Cash                          $   1,150            $   2,250      $     -
     Prepaid expenses                    -                  1,700            -
                                   ----------           ---------     ---------
Total Current Assets               $   1,150            $   2,250      $     -
                                   ----------           ---------     ---------

 Fixed assets                            340                   -             -
                                   ----------           ---------     ---------
Other assets
   Mining claims (Note 6)            111,450                   -             -
   Organization cost (Note 1)          6,471               6,000             -
                                   ----------           ---------     ---------
 Total other assets                  117,921               6,000             -
                                   ----------           ---------     ---------
     Total                         $ 119,411            $  9,950      $      -
                                   ==========           =========     =========


 The accompanying notes are an integral part of these financial statements


<PAGE>

                          Canadian Northern Lites, Inc.
                (formerly Unimex Transnational Consultants, Inc.)
                          (A Development Stage Company)
                           Consolidated Balance Sheets

                      Liabilities and Stockholders' Equity

                                    April 30,                  December 31,
                                                          ---------------------
                                      1996                  1995         1994
                                   ----------             --------     --------
                                   (Unaudited)

 Liabilities
  Accounts Payabel                 $    4,388           $      -      $      -
  Loans payable -
     shareholders (Note 5)             35,735                  -             -
                                   ----------           ----------    ----------
 Total Liabilities                     40,123                  -             -
                                   ----------           ----------    ----------
 Stockholders' Equity

     Common Stock, authorized
     100,000,000 shares of $.001
     par value, issued and
     outstanding 10,400,000,
     200,000 and 120,000,
     respectively                      10,400                200            120

 Additional Paid in Capital           150,352             12,800          2,880

 Deficit Accumulated During the
  Developmental Stage                 (81,464)            (3,050)        (3,000)
                                   ----------           ----------    ----------
 Total Equity                          79,288              9,950             -
                                   ----------           ----------    ----------
 Total Liabilities and
    Stockholders' Equity           $  119,411           $  9,950      $      -
                                   ==========           ==========    ==========



   The accompanying notes are an integral part of the financial statements.




<PAGE>

                          Canadian Northern Lites, Inc.
                (formerly Unimex Transnational Consultants, Inc.)
                          (A Development Stage Company)
                      Consolidated Statements of Operations

<TABLE>



                                   For the                                           Cumulative
                                 four months                                           Total
                                 ended April      For the years ended December 31,     Since
                                   30, 1996          1995      1994      1993       Inception
                                 -----------       --------  --------  --------     -----------
                                 (Unaudited)
<S>                                <C>             <C>        <C>       <C>         <C>

 Revenues:                         $     -         $     -    $     -   $    -       $     -

 Expenses:

      Consulting                      1,900              -          -        -          1,900
      Bank charges                       -              50          -        -             50
      Professional fees               1,100              -          -        -          1,100
      Amortization                      400              -       3,000       -          3,400
                                   ---------        ---------  --------  --------     ---------
 Total Expenses .                     3,400             50       3,000       -          6,450

 Net Loss                          $ (3,400)        $  (50)    $(3,000)  $   -        $(6,450)
                                   =========        =========  ========  ========     =========
 Net Loss Per Share                $  (.008)        $(.000)    $  (.25)  $(.000)      $ (.024)


</TABLE>

    The accompanying notes are an integral part of the financial statements.



<PAGE>
                         Canadian Northern Lites, Inc.
                (formerly Unimex Transnational Consultants, Inc.)
                          (A Development Stage Company)
                 Consolidated Statement of Stockholders' Equity
             From Inception on June 18, 1990 through April 30, 1996



<TABLE>

                                                            Additional    Deficit accumulated
                                     Common Stock            Paid-in           during the
                                   Shares         Amount      Capital        Development Stage
                                  --------       --------   ----------    --------------------

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

Issuance of stock to officers,
 directors and other individuals
 for organization costs on
 April 10, 1991                    120,000       $    120   $   2,880     $     -

Net Loss from inception
 through December 31, 1992            -               -          -              -

Net Loss for the years ended
 December 31, 1993                    -               -          -              -
                                  ---------      ---------  ----------    --------

Balance at December 31, 1993       120,000            120       2,880           -

Net Loss for the year ended
   December 31, 1994                  -               -          -         (3,000)
                                  ---------      ---------  ----------    --------

Balance at December 31, 1994       120,000            120       2,880      (3,000)

Issuance of common stock to
 the public for cash on
 October 31, 1995                   32,000             32       3,968           -

Issuance of common stock
 for services                       48,000             48       5,952           -

Net Loss for the year
 ended December 31, 1995              -               -          -            (50)
                                  ---------      ---------  ----------    --------

 Balance at December 31, 1995      200,000            200      12,800      (3,050)
</TABLE>


 The accompanying notes are an integral part of the financial statements.

<PAGE>
<TABLE>


                          Canadian Northern Lites, Inc.
                (formerly Unimex Transnational Consultants, Inc.)
                          (A Development Stage Company)
                 Consolidated Statement of Stockholders' Equity
             From Inception on June 18, 1990 through April 30. 1996

                                                            Additional    Deficit accumulated
                                     Common Stock            Paid-in           during the
                                   Shares         Amount      Capital        Development Stage
                                  --------       --------   ----------    --------------------

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

 Balance at December 31, 1995       200,000      $   200    $  12,800     $ (3,050)

 Issuance of common stock
 for services                       200,000          200         -            -

 Stock issued for acquisition
   of Dakota Mining &
   Exploration, LTD.             10,000,000       10,000       62,538         -

Reorganization of retained
   earnings due to reverse
   acquisition                         -            -          75,014      (75,014)

 Net loss for the four months
   ended April 30, 1996                -            -             -         (3,400
                                 ----------     ---------    ---------    ---------
 Balance at April 30, 1996
   (Unaudited)                   10,400,000     $ 10,400     $150,352     $ 81,464
                                 ==========     =========    =========    =========

</TABLE>

    The accompanying notes are an integral part of the financial statements.



<PAGE>


                          Canadian Northern Lites, Inc.
                (formerly Unimex Transnational Consultants, Inc.)
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flow

<TABLE>
                                   For the                                          Cumulative
                                 four months                                           Total
                                 ended April      For the years ended December 31,     Since
                                   30, 1996          1995      1994      1993       Inception
                                 -----------       --------  --------  --------     -----------
                                 (Unaudited)
<S>                                <C>           <C>       <C>         <C>         <C>
 Cash Flows From Operating
   Activities:
   Net loss                        $ (3,400)     $   (50)   $  (3,000)  $           $  (6,450)

 Less non-cash items
   Amortization                         400           -        3,000        -           3,400
   Stock issued for services            200           -           -         -             200
  (Increase)/decrease in
   prepaid expenses                   1,700       (1,700)         -         -          (2,850)
                                   --------      -------    ---------   --------    ----------
 Net Cash Used by Operating
  Activities                         (1,100)      (1,750)         -         -          (2,850)
                                   --------      -------    ---------   --------    ----------
 Cash Flows from Financing
  Activities:
  Proceeds from issuance of
   common stock                           -        4,000          -         -           4,000
                                   --------      -------    ---------   --------    ----------
  Net Cash Provided by
   Financing Activities                   -        4,000          -         -           4,000
                                   --------      -------    ---------   --------    ----------
  Net increase/(decrease) in
   cash and cash equivalents         (1,100)       2,250          -         -           1,150

 Cash and cash equivalents at
  beginning of year                   2,250           -           -         -            -

 Cash and cash equivalents at
  end of year                      $  1,150      $ 2,250    $     -     $   -       $   1.150
                                   ========      =======    =========   ========    ==========
</TABLE>


    The accompanying notes are an integral part of the financial statements.


<PAGE>




                          Canadian Northern Lites, Inc.
                (formerly Unimex Transnational Consultants. Inc.)
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
             April 30, 1996 (Unaudited), December 31, 1995, and 1994

 NOTE I - Summary of Significant Accounting Policies

     a.   Organization

          Canadian Northern Lites. Inc. (the Company) was first  incorporated in
     the State of Nevada on June 18, 1990 as QQQ-Huntor Associates, Inc. On July
     21, 1995 the Company  changed its domicile to the State of Texas and merged
     into a Texas Corporation Unimex  Transnational  Consultants,  Inc. On April
     26,  1996,  the  Company  reorganized  and  acquired  all  the  issued  and
     outstanding  stock  of  Dakota  Mining  &  Exploration  LTD.  (Dakota)  for
     10,000.000 shares of the Company's common stock. and change the name of the
     Company to  Canadian  Northern  Lites.  Inc.  Dakota is a British  Columbia
     Corporation,  organized on January 12, 1994,  as Eagle Ridge  Manufacturing
     LTD. In July of 1995 it changed its name to Dakota. In January 1996, Dakota
     signed a letter of intent with Okanagan  Opal,  Inc. to enter on "option to
     purchase  agreement."  This agreement gives Dakota the option to purchase a
     100% interest in the Klinker Properties, which consists of 30 mining claims
     in the Vernon  Mining  Division of British  Columbia,  Canada.  These mines
     contain precious opals which the Company intends to extract.

     b.   Accounting Method

          The Company  recognizes  income and  expense on the  accrual  basis of
     accounting.

     c. Earnings (Loss) Per Share

          The  computation of earnings per share of common stock is based on the
     weighted average number of shares  outstanding at the date of the financial
     statements.

     d. Cash and Cash Equivalents

          The company considers all highly liquid investments with maturities of
 three months or less to be cash equivalents.

     e.   Provision for Income Taxes

          No provision  for income taxes have been recorded due to net operating
     loss  carry  forwards  totaling  approximately  $6,000  that will be offset
     against future taxable income.  These NOL carryforwards  begin to expire in
     the year 2009. No tax benefit has been reported in the financial statements
     because  the  Company  believes  there  is a  50%  or  greater  chance  the
     carryforward will expire unused.


<PAGE>


                          Canadian Northern Lites, Inc.
                (formerly Unimex Transnational Consultants, Inc.)
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
             April 30, 1996 (Unaudited), December 31, 1995, and 1994

 NOTE I - Summary of Significant Accounting Policies (Continued)

     f.   Organization Expenses

          Expenses incurred in the organization or reorganization of the Company
     have been capitalized and are being amortized over a 60 month period.

 NOTE 2 - Going Concern

          The accompanying financial statements have been prepared assuming that
     the company will continue as a going concern.  The Company currently has no
     operating  revenues  and is  dependent  on  financing  to  continue to make
     payments on the option  agreement  discussed in Note 6. The  realization of
     the mining claims recorded is also dependent upon the successful  mining of
     the mining claims  discussed.  Because these mining operations have not yet
     commenced, it is uncertain the Company can continue as a going concern. The
     financial  statements do not include any adjustments that might result from
     the outcome of this uncertainty.

 NOTE 3 - Capitalization & Stock Split

          On April 10,  1991 the  Company  issued  120,000  shares of its common
     stock to officers,  directors and other individuals for services  performed
     in the organization of the Company.

          In October  1995 the Company  completed a limited  public  offering of
     48,000  shares of its  previously  authorized,  but unissued  common stock.
     Gross proceeds from the offering were $4,000.

          Also in October  1995,  the Company  issued 32.000 shares for services
     provided in connection with the  reorganization of the Company.  A value of
     $6,000 was assigned to the services by the board of directors.

          In January  1996,  the  Company  issued  200,000  shares for  services
     rendered.

          On April 26, 1996,  the Board  authorized  the issuance of  10,000,000
     shares of common stock for all the issued and  outstanding  stock of Dakota
     Mining. The net equity of Dakota was $72,538 at the time of acquisition.

          On April 17, 1996. the Company effected a 4 for I forward stock split.
     These financial statements have been retroactively  restated to reflect the
     split.

<PAGE>

                          Canadian Northern Lites, Inc.
                (formerly Unimex Transnational Consultants, Inc.)
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
             April 30, 1996 (Unaudited), December 31, 1995, and 1994

 NOTE 4 - Development Stage Company

          The Company is a  development  stage  company as defined in  Financial
     Accounting   Standards   Board   Statement  No.  7.  It  is   concentrating
     substantially  all of its  efforts in raising  capital and  developing  its
     business operation in order to generate significant revenues.

 NOTE 5 -Related Party Transactions

          The Company paid $1,700 to HJS Financial  Services for  management and
     consulting  services  performed in 1996. HJS is partially  owned by a major
     shareholder and officer of the Company.

          Shareholders  of the Company have  advanced  $35,735 to the Company to
     pay the required option payments on the mining claims discussed in Note 6.

 NOTE 6 - Mining Claims/Option Agreement

          As  discussed  in,  Note 1. the  Company  entered  into an  "option to
     purchase  agreement,"  whereby the Company may purchase a 100%  interest in
     several opal mining claims in B.C. Canada.  The option provides the Company
     to purchase a 20% interest in the properties for payments of $400,235,  due
     at various  times  through  July 31,  1996.  The  Company has the option to
     remain a 20% interest in what will then become a joint venture, or purchase
     additional interests each year for five years for a 100% interest. The five
     annual payments are for $1,143,530, beginning January 15, 1998, for a total
     purchase price of $6.117,883.

          At April  30,  1996  $111,450  in  option  payments  had been made and
     subsequent to April 30, an additional $71,470 was made.