EXHIBIT  10.2
=============
                     ASSIGNMENT  OF  OPTION  TO  PURCHASE
                     ------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

NATALMA  INDUSTRIES  INC.
/s/  Derick  Sinclair,  President               /s/  John  Martin
     Dated:  December  11,  1998                     Dated: December  11,  1998

                                SCHEDULE  "A"
<TABLE>
<CAPTION>
<S>              <C>             <C>      <C>

Claim Name. . .  Grant #         Units    Expiry Date
---------------  ---------      -------  -------------
Per 1 . . . . .  YC08501          1       12/12/1999
Per 2 . . . . .  YC08502          1       12/12/1999
Per 3 . . . . .  YC08503          1       12/12/1999
Per 4 . . . . .  YC08504          1       12/12/1999
Per 5 . . . . .  YC08505          1       12/12/1999
Per 6 . . . . .  YC08506          1       12/12/1999
Per 7 . . . . .  YC08507          1       12/12/1999
Per 8 . . . . .  YC08508          1       12/12/1999
Per 9 . . . . .  YC08509          1       12/12/1999
Per 10. . . . .  YC085010         1       12/12/1999

</TABLE>
The  claims  are  located  in  the  Whitehorse Mining District, Yukon Territory,
Canada.



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