EXHIBIT 10.1


                                 SALE AGREEMENT

THIS AGREEMENT made as of this 26th day of June, 2001

BETWEEN:

DOUGLAS MANLEY PAYNE, of 1709-89th Street, Dawson Creek,  British Columbia,
--------------------
Canada   V1G 1A1

(hereinafter called "Payne"

                                          OF THE FIRST PART

AND:

VALEMONT SUPPLY LIMITED.
6779 Blackwell Rd, Kamloops, British Columbia, Canada   V2C 6V7

(hereinafter called  "VSI")


                                          OF THE SECOND PART

WHEREAS:

A.   Payne  owns the mineral claims, namely the Mica Mineral Claims, situated in
     the Cariboo Mining Division in the Province of British Columbia referred to
     herein  as  the  "Mica Claims", the particular of which make up Appendix A.

B.   Payne  has  agreed  to  sell  to  VSI the Mica Claims for US$30.000 (Thirty
     Thousand)  cash and a Royalty on other terms and conditions hereinafter set
     forth.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of these presents
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:

1.0  DEFINITIONS

1.01 In  this agreement and in all schedules attached to and made a part hereof,
     the  following words and phrases shall have the following meanings, namely;

     (a)  reference  herein  to the "Mica Claims" includes any mineral leases or
          other  interests  into  which  such  mineral  claims  may  have  been
          converted;

     (b)  "ROYALTY"  means  the  grant by VSI to Payne as set forth in paragraph
          4.01  hereof.


2.0  REPRESENTATION  AND  WARRANTIES  OF  DAEM

2.01 Payne  represents  and  warrants  to  VSI  that:


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     (a)  he  is the registered and beneficial owner of each of the Mica Claims,
          and  that  the  Mica Claims were properly and legally staked, recorded
          and  tagged  in  compliance  with  laws  of  the  Province  of British
          Columbia, and there are no disputes over the title, the staking or the
          recording  of  the  Mica  Claims.
     (b)  He  is  the holder of a valid Free Miner's Certificate issued pursuant
          to  the  laws  of  the Province of British Columbia and shall maintain
          such  license  in  good standing for the remainder of 2001. Appendix B
     (c)  The  Mica  Claims  are  in good standing with the Office of the Mining
          Recorder,  having  an expiry date as per Appendix A , and are free and
          clear  of any claims, liens, charges or encumbrances of any nature and
          no adverse claim or challenge against the ownership of or title to the
          Mica  Claims  has been made nor to the knowledge of Payne is there any
          basis  therefor  and there are no outstanding agreements or options to
          acquire  or  purchase  the  Mica  Claims  or  any  part  thereof.

2.02 Payne acknowledges that the representations and warranties set forth herein
     form part of this agreement and are the conditions upon which the VSI has
     relied in entering into this Agreement, and that these representations and
     warranties shall survive the sales agreement for the Mica Claims hereunder
     by VSI.


3.0  REPRESENTATIONS  AND  WARRANTIES  OF  VSI

3.01 VSI  represents  and  warrants  to  Payne  that:

     (a)  it is a corporation duly organized, validly existing and in good
          standing under the laws of the State of Washington, United States Of
          America with full power, absolute authority and capacity to enter into
          this Agreement and to carry out the transactions contemplated hereby,
          all of which have been duly and validly authorized by all necessary
          corporate proceedings.

3.02 VSI acknowledges that the representations and warranties hereinbefore set
     out form a part of this Agreement and are conditions upon which Payne has
     relied in entering into this Agreement, and that these representations and
     warranties shall survive the sale of the Mica Claims hereunder to VSI


4.0  ROYALTY  PAYMENTS

4.01 VSI hereby grants to Payne the sole and exclusive right to a Royalty on the
     Mica produced from the Mica Claims subject to the terms of this Agreement
     on the following terms and conditions, namely:

     (a)  VSI shall pay $30,000.00 to Payne within seven days of the Acceptance
          Date of the sales agreement;
     (b)  VSI shall pay or cause to be paid $2.00 US per ton of pit run of Mica
          containing ore extracted from the Mica Claims, this payment
          constitutes a net royalty payment to Payne. This payment is to be made
          within 30 days of the pit run Mica leaving the Mica Claims.
     (c)  the price per ton will be negotiated at the end of the first five
          years and each five years thereafter. The price renewal will not
          exceed the United States of America inflation rate, nor be less than
          the preceding five year period.

5.0  TRANSFER  OF  CLAIMS

5.01 Upon execution of this Agreement, Payne shall deliver to the VSI a duly
     executed registrable BILL OF SALE ABSOLUTE.

5.02 VSI shall be entitled to at its own expense and under the terms and
     conditions of this Agreement have cause to direct the title of the claims


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     to the holder of choice so long as it complies with all regulatory bodies
     in the involved jurisdictions in particular the Province of British
     Columbia and the B.C. Minerals Commission.

6.0  TERMINATION

6.01 if VSI for any reason including none payment of assessment to the B.C.
     Minerals Commission drops or should loose all or part of the Mica Claims
     (Appendix A) through any default whatsoever Payne shall have first right to
     obtain the MICA CLAIMS by any remedy necessary to make up the default.
     Notice of an intended default must be delivered on a timely bases so as to
     effect a cure prior to the claims going back to the Crown.
6.02 upon termination of this Agreement, VSI shall deliver to Payne such
     registerable transfers as are necessary to transfer to Payne all Mica
     Claims forming part of this Agreement.

7.0  OBLIGATIONS  OF  VSI

7.01 VSI hereby covenants and agrees;

     (a)  it will permit Payne or a duly authorized agent, upon reasonable prior
          notice to VSI, to have access to Mica Claims in order to examine ore
          removed by or on behalf of VSI provided, however, that neither Payne
          nor his agents shall interfere or obstruct the operation of VSI , its
          servants and agents on the Mica Claims, and further provided that
          Payne or its agents shall enter upon the Mica Claims at their own risk
          and that Payne agrees to indemnify and save VSI harmless from all loss
          and damage of any nature or kind whatsoever in any way referable to
          the entry of, or presence on, or activities of either Payne or its
          agents while on the Mica Claims, including, without limiting the
          generality of the foregoing, bodily injuries or death at any time
          resulting therefrom and damage to property sustained by any person or
          persons;
     (b)  to provide Payne with copies of all sales reports relating to the Mica
          Claims, at VSI's cost, forthwith upon any such reports being prepared.
8.0  OBLIGATION  OF  PAYNE


8.01 Payne  hereby  covenants  and  agrees  that:

(a)  no use will be made of VSI or any company associated with VSI in any
     document or release made to Payne without the prior written approval of
     VSI;
(b)  any information acquired by Payne relating to the Mica Claim's with a
     direct bearing on the Sales Agreement shall be confidential and shall not
     be released or communicated to any person, firm or corporation without the
     prior written approval of VSI.
(c)  Payne will not deal, or attempt to deal the right and interest in the Mica
     Claims with regard to its royalty in any way that would or might affect the
     right of VSI.

9.0  DISPOSITION  OF  INTEREST  BY  PAYNE

9.01 If  Payne  should  receive  a  bona  fide  offer  from an independent third
party ( the                "proposed purchaser") dealing at arm's length with
Payne to purchase all or substantially all of its Royalty interest in the Mica
claims, which offer Payne desires to accept, or if Payne intends to sell all or
substantially all of his Royalty interest in the Mica claims, Payne shall first
offer (the offer) such interest in writing to VSI upon terms no less favorable
than those offered by the proposed purchaser or intended to be offered by Payne,
as the case may be.  VSI has sixty (60) days accept the offer.  If within a
period of sixty days of the receipt of the offer VSI notifies Payne in writing
that it will accept the same, Payne shall be bound to sell such interest to VSI
on the terms and conditions of the offer.    VSI shall in such case pay to


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                                                                    EXHIBIT 10.1

Payne, against the receipt of an absolute transfer of clear and unencumbered
title to the Royalty interest of Payne being sold.  If VSI fails to notify Payne
before the expiration of the time limited therefore that it will purchase the
interest offered, Payne may sell and transfer such interest to the proposed
purchaser at the price and on the terms and conditions specified in the offer.


10.0 NOTICE  AND  PAYMENT

     10.01    Each  notice, demand or the communication required or permitted to
be  given  under this Agreement shall be in writing and shall be sent by prepaid
registered  mail  deposited  in  a  Post  Office  in  Canada addressed the party
entitled  to received same, or delivered to such  party, at the address for such
party  specified on the first page thereof.  The date of receipt of such notice,
demand  or  other  communication  shall  be  the  date  of  delivery  thereof if
delivered,  or,  if  given  by  registered  mail  as  aforsaid,  shall be deemed
conclusively  to  be  the  third  day  after the same shall have been  so mailed
except  in  the  case of interruption of the third day after the same shall have
been  so  mailed  except  in the case of interruption of postal services for any
reason  whatsoever,  in  which  case  the date of receipt shall be the date upon
which  notice,  demand  or  other  communication  is  actually  received  by the
addressee.

     10.02   Any  party  may  at any time and from time to time notify any other
party  in  writing  of  a  change of address and the new address to which notice
shall  be  given  to  thereafter  until  further  change.

     10.03   Any  payment  that  VSI  may  decide to make or cause to be made to
Payne  hereunder  shall  be  deemed to have been well and truly made if a cheque
payable  to  Payne in the appropriate amount has been delivered to the addressee
hereof  in  accordance  with  the  provisions  of  paragraph  10.01  hereof, the
provisions  of  which  shall  apply,  mutatis  mutandis, as if such cheque was a
notice  given  hereunder.

11.0 FURTHER  ASSURANCE

     11.01   Each  of  the  parties  hereto agrees to do and/or execute all such
further  and other acts, deeds, things, devices, documents and assurances as may
be  required in order to carry out the true intent and meaning of the Agreement.

12.0 ENTIRE  AGREEMENT

12.01 The parties hereto agree that the terms and conditions of this Agreement
     shall supersede and replace any other agreements or arrangements, whether
     oral or written, heretofore existing between the parties in respect of the
     subject matter of this Agreement.

13.0 REGULATORY  APPROVAL

     13.01 This Agreement is subject to the approval of the securities
regulatory authorities having or which will have jurisdiction over the affairs
of VSI.

14.0 GOVERNING LAW

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

15.0 ENUREMENT

     15.01 This Agreement shall enure to the benefit of and be binding upon the
parties hereto and each of their heirs, executors, administrators, successors
and assigns, as the case may be.


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                                                                    EXHIBIT 10.1

WHEREOF IN WITNESS this Agreement has been executed as of the day and year first
above written



/s/  Douglas Payne
------------------
DOUGLAS MANLEY PAYNE


THE COMMON SEAL of
VALMONT SUPPLY LIMITED was                                    C/S
Hereunto affixed in the
Presence of:


/s/  A.E. Daem
--------------
Authorized Signatory

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