OPTION  TO  PURCHASE  AGREEMENT
                      -------------------------------

Between:
Costas  Takkas
P.O.  Box  1426
Georgetown,  Grand  Cayman
BWI  Cayman  Islands
(hereinafter  referred  to  as  the  "Optionor")


                                   64
<PAGE>

And:
John  Martin
Suite  133-800,  15355  B  24th  Ave
Surrey,  BC  V4A  2H9
(hereinafter  referred  to  as  the  "Optionee")

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

/s/  Costas  Takkas                         /s/  John  Martin
Dated:  December  1,  1998                  Dated  :  December  1,  1998
<PAGE>

                               SCHEDULE  A
                      NORTH  MT.  LORNE PROPERTIES
<TABLE>
<CAPTION>

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

Claim Name. . .  Grant #        Units    Expiry Date
---------------  ---------     -------  -------------

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

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