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EXHIBIT 10.1    



 
  LEASE AGREEMENT    
  


        Larry G Martin (Lessor) agrees to lease to BigInning Ventures, Inc. (BI  or Lessee) the
lode mining claims attach as Exhibit "A", located in portions of sections 21 and 22, T 17 N, R 21 E, MDB&M in Storey County, Nevada (referred to as property),
subject to the following conditions: 


Recitals:  


	A.
	"Effective
Date" means June 30, 2001.



	B.
	"Lease
Year" means each one (1) year period following the Effective Date and each anniversary of the Effective Date.



	C.
	Warranties. The Lessor warrants that he is the owner of the lode mining claims more particularly described in Exhibit A and said claims
are free from all liens and encumbrances.



	D.
	Exploration and Development Rights. Lessor will grant the Property to Lessee for the Lease period with the exclusive right to explore,
develop, and mine the Property for gold, silver, and other valuable minerals.



	E.
	Performance Requirements / Assumption of Claim Maintenance. Under applicable Federal, State and County laws and regulations, Federal,
State, and County annual mining claim maintenance or rental fees are required to be paid for the unpatented mining claims which constitute all or part of the Property, beginning with the annual
assessment work period of September 1, 2001 to September 1, 2002. BI shall timely and properly pay the Federal, State, and County annual mining claim maintenance or rental fees, and
shall execute and record or file, as applicable, proof of payment of the Federal, State, and County annual mining maintenance or rental fees and of Lessor's intention to hold the unpatented
mining claims which constitute the Property. If BI does not terminate this Lease before June 1 or any subsequent Lease Year, BI will be obligated either to pay the Federal, State, and Local
annual mining claim maintenance or rental fees for the Property due that year or to reimburse Lessor for same.



	F.
	Area of Interest. Any additional claims located or acquired by the Lessee within one (1) mile from the exterior boundaries of the
mining claims described in Exhibit "A" shall become a part of the leased property and shall be subject to the terms of this lease as of the Effective Date.



	G.
	Schedule of Minimum Payments. The Lessee shall pay to the Lessor minimum payments, which shall be advance payments of the Royalty, of
US$5000.00 (five thousand dollars) upon execution of this lease. The Lessee may extend this lease upon payment of the following:



	1.
	Pay
Lessor US$10,000.00 on or before the first anniversary of the execution of this lease.



	2.
	Pay
Lessor US$15,000.00 on or before the second anniversary of the execution of this lease.



	3.
	Pay
Lessor US$20,000.00 on or before the third anniversary of the execution of this lease.



	4.
	Pay
Lessor US$25, 000.00 on or before the fourth anniversary of the execution of this lease.



	5.
	Each
annual payment thereafter shall be US$50,000.00 plus an annual increase or decrease equivalent to the rate of inflation designated by the Consumer's Price Index (CPI) for that
year with execution year as base year. Each such payment shall be made on or before the successive anniversary of the execution of this lease. 







	H.
	Buyout. Buyout price is US$5,000,000 (five million dollars) from which advance royalty payments, made up to the day of the buyout, may
be subtracted from the Buyout price. Lessee will pay Lessor a perpetual one-half per cent (0.5%) royalty on Net Smelter Returns (as defined below in Section I. of this document) thereafter. 





	I.
	Definition of Net Smelter Returns. During the term of this Agreement, Lessee shall pay to Lessor, as a land owner's Production Royalty,
a percentage of the Net Smelter Returns (as defined below) from the
sale of any Valuable Minerals, Ore, and Product mined and sold from the Property. "Net Smelter Returns" are defined as the gross revenues actually received by the Lessee from the sales of any Valuable
Minerals extracted and produced from the Property less the following charges:



	1.
	All
costs to Lessee of weighing, sampling, determining moisture content and packaging such material and of loading and transporting it to the point of sale, including insurance and
in-transit security costs.



	2.
	All
smelter costs and all charges and penalties imposed by the smelter, refinery, or purchaser.



	3.
	Marketing
costs and commissions.



	4.
	Not
withstanding the foregoing, for purposes of determining the royalty payable to Lessor on any gold and/or silver produced from the Property, the price attributed to such gold and/or
silver shall be the price per ounce of gold and/or silver on which the royalty is to be paid (as the case may be) as quoted on the London Metals Exchange at the PM fix on the day prior to the date of
final settlement from the smelter, refinery or other buyer of the gold and/or silver on which the royalty is to be paid (the "Quoted Price"). For purposes of determining the gross revenues, in the
event the Lessee elects not to sell any portion of the gold and/or silver mined from the Property, but instead elects to have the final product of any such gold and/or silver credited to be held for
its account with any smelter, refiner, or broker, such gold and/or silver shall be deemed to have been sold at the Quoted Price on the day such gold and/or silver is actually credited to or placed in
Lessee's account. The percentage for this Production Royalty shall be four per cent (4%).



	5.
	Lessor
shall be paid the Production Royalty quarterly by certified check by the Lessee. 







	J.
	Conditions of Termination by Lessor. This Lease may be terminated at any time by the Lessor subject to the following:



	1.
	If
Lessee fails to meet the above lease payments, Lessor must give written notice to Lessee of such default. After receipt of default, Lessee has 15 days to cure the default.



	2.
	If
Lessee fails to make Federal, State, and County maintenance payments or filing fees at least 15 days prior to due date, Lessee shall notify Lessor of a possible default. After 10
days, if the default is not cured Lessor may initiate payment on the claims. Lessee will be able to cure this default by reimbursing all Federal, State, and County Payments made by the Lessor plus a
20% penalty within 30 days. 







	K.
	Conditions of Termination by Lessee. This Lease may be terminated at any time by the Lessee subject to the following:



	1.
	Lessee
must give written notice 30 days prior to relinquishing the leased property.



	2.
	In
the event Lessee desires to terminate the agreement after June1 of any year, Lessee shall be responsible for all Federal, State, and County maintenance and filing fees for the next
assessment year regarding the leased property.



	3.
	Lessee
shall deliver to Lessor, in reproducible form, all data generated or obtained for the leased property, whether factual or interpretive as defined in section P.



	4.
	Lessee
shall quitclaim to Lessors all claims located or acquired by Lessee within one (1) mile area of interest described in section F. 







	L.
	Reclamation, Compliance with the Law. All exploration and development work performed by the Lessee during the term of this Agreement
shall conform with the applicable laws and regulations of the state in which the Property is situated and of the United States of America. Lessee shall be fully responsible for compliance with all
applicable Federal, State, and local reclamation statutes, regulations, and ordinances relating to such work, at Lessee's cost, and Lessee shall indemnify and 






hold
harmless Lessor from any and all claims, assessments, fines, and actions arising from Lessee's failure to perform the foregoing obligations. Lessee's reclamation obligation shall survive
termination of the Agreement. Lessor agrees to cooperate with Lessee in Lessee's application for governmental licenses, permits, and approvals, the costs of which shall be borne by Lessee. Lessee
shall own all governmental licenses, permits, and approvals. 



	M.
	Liens. Lessee shall keep the property free from any and all liens and encumbrances.



	N.
	Transfer, Assignment, Right of First Refusal. Either party shall be free to assign its rights under the detailed agreement to an
affiliate company. They also shall have the right to transfer all or part of their interest in the Agreement to a third party, but transfers to a third party shall be subject to a right of first
refusal by the Lessor. Assignments permitted under this paragraph shall not be effective unless and until the permitted assignee agrees in writing in form and substance acceptable to the remaining
party assuming all of the assigning party's obligations under this Lease Agreement. The party assigning interest in this lease shall notify the other party within 15 days of such assignment and all
parts of this agreement will remain in effect.



	O.
	Lease Term. The term of this lease is for twenty (20) years, renewable for an additional twenty (20) years so long as conditions of the
lease are met.



	P.
	Data and Reports. Upon and after execution of the detailed agreement, Lessor will make available to Lessee all technical data, survey
notes or maps, samples, drilling results including drill logs and reports concerning the Property which Lessor possesses, or to which it has access, of which it acquires in the future. Within 60 days
after termination of the detailed agreement, Lessee shall return to Lessor all information of a nature similar to that described above and developed by Lessee during the term of the Mining Lease. If
requested by Lessor not more than once in any 12 calendar months, Lessee shall submit to Lessor, within 60 days of Lessee's receipt of such request, an annual progress report describing Lessee's work
upon the Property, the results of such work, and the amounts expended by Lessee in furtherance thereof to the date of such report.



	Q.
	Notification to Lessor. All notices and payments from Lessee to Lessor shall be sent to: 





MR.
LARRY G. MARTIN

3154 CLAN ALPINE

Sparks, NV 89434 U.S.A. 





or
any other person Lessor shall designate. If Lessor designates an alternative person to receive notices and payment, they shall provide written notice of such to Lessee. All lease payments shall be
made in the form of a check payable to Larry G. Martin. 



	R.
	Notification to Lessee. All notices from Lessor to Lessee shall be sent to: 





Martin
Lehn, President

BigInning Ventures, Inc.

15490 Cliff Ave.

White Rock, BC V4B 1V6

            Canada 





or
any other person Lessee shall designate. If Lessee designates an alternative person to receive notices, they shall provide written notice of such to Lessor. 







The
parties have executed this Lease Agreement effective as of the Effective Date. 



	LARRY G. MARTIN
	    	 	 	 	 
	

	

Title	
 	

 	
 	

 
	 	 	
	 	 
	

Personally appeared before me                        with whom I am personally acquainted (or proved to me on the basis of
satisfactory evidence) and who acknowledged that he executed the within instrument for the purposes therein contained.

Witness my hand, at office, this    day of                  , 20    .
	

NOTARY PUBLIC
	
BigInning Ventures, INC.
	

By	
 	

 	
 	

 
	 	 	
	 	 
	

Title	
 	

 	
 	

 
	 	 	
	 	 
	

Personally appeared before me                        with whom I am personally acquainted (or proved to me on the basis of
satisfactory evidence) and who acknowledged that he executed the within instrument for the purpose therein contained.

Witness my hand, at office, this    day of                  , 20    .
	

NOTARY PUBLIC




 
 

EXHIBIT "A"
  Description of Property    



	A.
	Unpatented
Lode Mining Claims. 






	CLAIM NAME
 
	 	BLM SERIAL NUMBER
 

	OOPA-1	 	NMC 823979











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EXHIBIT 10.1


LEASE AGREEMENT

EXHIBIT "A" Description of Property