THIS PURCHASE AGREEMENT BETWEEN:


ZANDARIA VENTURES LIMITED
Suite 600
535 Thurlow Street
Vancouver, BC  V6E 3C2

Attention:  Steve Cozine
------------------------

and


Richard Simpson
Suite 1201
1188 Quebec Street
Vancouver, BC  V6A 4B3



                   Re: SALE AND Acquisition of Mineral Claims,
                      SOUTHWESTERN BRITISH COLUMBIA, CANADA

The following  terms and  conditions  are  applicable  for the sale of 3 mineral
claims near  Goldbridge,  British  Columbia,  Canada by Richard  Simpson (herein
after referred to as "RS") to Zandaria  Ventures  Limited (herein after referred
to as "ZVL"). Both RS and ZVL agree to the following:

a)       RS  will  transfer   title  to  three  (3)  mineral  claims  listed  in
         Exhibit  "A" and  outlined in Exhibit "B" to ZVL within 60 days of this
         agreement.  These  claims  are  contiguous  hard  rock  mineral  claims
         covering 1106.331 hectares.

b)       RS  will   provide   to  ZVL   within  60  days  of  this  agreement  a
         geological report summarizing the mineral claims, particulars of recent
         sampling and geological investigation,  copies of all records, a budget
         for further work and  recommendations,  and all other  information  and
         material  relevant to a geological report requisite for filing with the
         regulatory bodies.
                                       1
<page>

c)       RS  will   ensure  that  the  claims   shall  be  maintained   in  good
         standing for up to 10 months from the date of agreement and can provide
         geological  consulting  services for the claims.  All assessment  costs
         will be borne by ZVL.

d)       RS  shall  sell  100%  (one hundred percent)  interest  in  the  claims
         to ZVL subject to a 2 1/2% Net Smelter Royalty (NSR) and a 7 1/2% Gross
         Rock Royalty (GRR) for a total of $20,000.00.  1 1/2% of the NSR can be
         acquired  for $1.0  million  within  12  months  from  commencement  of
         commercial  production.  Advance  royalties  of  $25,000  shall be paid
         annually commencing 36 months from date of signature of this agreement.

e)       If  ZVL  fails  to  make  the   advance   royalty   payments  on the 36
         month  anniversary of the signature of this agreement,  as described in
         (d) above, then ZVL agrees to transfer  ownership of the subject mining
         claims to RS within no less than a 10 day period.

ZVL shall:

i)       Pay $2,500 to RS on or  before April 15, 2005 and a  further $17,500 on
         or before April 5, 2006.

ii)      Provide the  name  and  number of an individual or corporate Free Miner
         Certificate to transfer the claims into.

By signature  witnessed below, the undersigned hereby acknowledge that they have
read and understood and agree to the aforementioned terms.

Dated at Vancouver, British Columbia, Canada this 5th day of April, 2005.


/s/ Steven Cozine                                  /s/  Richard Simpson

-------------------------------                   -----------------------------
per Zandaria Ventures Limited                           Richard Simpson

                                       2
<page>

Footnotes to Agreement

1)       All dollar figures are denoted in  the currency of the United States of
         America.

2)       The total to  be paid  by  ZVL to RS, his  agents or appointed or third
         parties for the claims is $20,000 exclusive of assessment.

3)       To   maintain  claims  in   British  Columbia  annual  assessment  work
         is required of $0.40 per hectare (CDN) in year 1-3 per claim,  followed
         by  $0.80  per   hectare   thereafter.   There  is  a  filing   fee  of
         $0.04/hectare.

4)       Attached are definitions of NSR and GRR.

                                       3
<page>

Advance Royalty Payments means from time to time payments to the Optionor by the
Optionee before Commencement of Commercial Production of Minerals.

Commencement of Commercial Production,  with respect to Minerals or Rock, as the
case may be, means:

(a)               if  a  mill  is  located  on  the  subject property,  the last
                  day of a period of forty (40)  consecutive  days in which, for
                  not less than thirty (30) days, the mill processed  Mineral or
                  Rock from the Property at 60% of its rated capacity; or

(b)               if  no  Mill  is  located  on  the  Property,  the last day of
                  the first period of thirty (30)  consecutive days during which
                  Mineral  or Rock  has been  shipped  from  the  Property  on a
                  reasonably  regular basis for the purpose of earning revenues;
                  or

(c)               with respect to Rock, following the 30th day of extraction for
                  commercial use.

No period of time during which ore or  concentrate  is shipped from the Property
for testing  purposes or during  which  milling  operations  are  undertaken  as
initial  tune-up  will  be  taken  into  account  in  determining  the  date  of
Commencement of Commercial Production.

Gross Rock Revenue means,  for any period,  the gross  proceeds  received by the
Optionee in that period from the sale of Rock  produced  from the Property  less
any  treatment,  beneficiation  or other  changes or  penalties  deducted by the
purchase to whom such Rock is shipped, less:

(a)               all  costs  of   the  Optionee   associated  with  such  sales
                  involving handling, weighing, sampling, determination of water
                  content, insuring, packaging and transporting Rock;

(b)               the costs of marketing,  including rebates  or allowances made
                  or given; and

(c)               any sales,  severance, gross production,  privilege or similar
                  taxes (other  than  income  taxes  or  mining  taxes  based on
                  income).

Minerals means the ores or concentrates of minerals,  as that term is defined in
the Mineral  Tenure Act  (British  Columbia),  and the rock that is part of such
ores and concentrates sold by the Optionee.

                                       4
<page>
Net Smelter Return means, for any period the difference between:

(a)      the sum of:

(i)                        the  gross  proceeds  received  by  the  Optionee  in
                           that period from the sale of Minerals  produced  from
                           the  property to a party that is arm's  length to the
                           Optionee,  or that  would have been  received  by the
                           Optionee  if the  purchase  of the  Minerals  were at
                           arm's length to the Optionee; and

(ii)                       in the  case of the  sale of  Minerals  that are ores
                           that have not been processed in a Mill, the estimated
                           cost that would have been  incurred in  crushing  and
                           beneficiating  such  Minerals  in a Mill as agreed by
                           the parties or  otherwise  determined  by a competent
                           mining or metallurgical engineer;

and

(b)      the sum of:

(i)      all amounts paid on account of Advance Royalty Payments;

(ii)     any insurance costs in connection with shipping such Minerals;

(iii)    any costs of transport;

(iv)     all  costs  of  the  Optionee  associated  with  such  sales  involving
         handling, weighing, sampling, determination of water content,  insuring
         and packaging;

(v)      the  costs  of  marketing,  adjusted  for  rebates or allowance made or
         given;

(vi)     any  sales,  severance,  gross production,  privilege or similar  taxes
         (other  than  income  taxes or mining  taxes based on income)  assessed
         on or in  connection with the Minerals or the value thereof; and

(vii)    any  treatment, beneficiation or other  charges  or penalties  deducted
         by any  smelter or  refinery  to which such Minerals  are shipped  that
         have  not  been  previously  deducted  in   the  computation  of  gross
         proceeds.

                                       5
<page>

Net Smelter Royalty means the percentage of Net Smelter Return from time to time
payable to the Optionor after  Commencement  of Commercial  Production  from the
sale of Minerals.

Rock  means all  substances  that are mined  from the  Property  and sold by the
Optionee that are not Minerals.

Rock  Royalty  means the  amount of  royalty  from time to time  payable  to the
Optionor  after  Commencement  of  Commercial  Production  from the sale of Rock
pursuant to Section 11.06.

                                       6

<page>

                                   Exhibit A:

                                 Mineral Claims

                                       7
<page>



          MINERAL TITLES ONLINE VIEWER

           Tenure Detail

            Tenure Number ID            510121 View Tenure
            Termination Type
            Title Type                  MCX
            Tenure Sub Type             C
            Tenure Type                 M
            Mining Division
            Good To Date                2006/APR/03
            Issue Date                  2005/APR/03
            Termination Comments
            Termination Date
            Tag Number
            Claim Name                  CHIP 1
            Old Tenure Code
            Area In Hectares            491.787

            Map Numbers:
                    092J
                    ----

            Owners:
                   124748 RICHARD STUART SIMPSON 100.0%
                   ------

            Agents:
                   124748 RICHARD STUART SIMPSON CEXT (4025034)
                   ------
                                       8

<page>

          MINERAL TITLES ONLINE VIEWER

           Tenure Detail

            Tenure Number ID            510122 View Tenure
            Termination Type
            Title Type                  MCX
            Tenure Sub Type             C
            Tenure Type                 M
            Mining Division
            Good To Date                2006/APR/03
            Issue Date                  2005/APR/03
            Termination Comments
            Termination Date
            Tag Number
            Claim Name                  CHIP 2
            Old Tenure Code
            Area In Hectares            307.271


            Map Numbers:
                    092J
                    ----

            0wners:
                   124748 RICHARD STUART SIMPSON 100.00%
                   ------

            Agents:
                   124748 RICHARD STUART SIMPSON  CEXT (4025035)
                   ------

                                        9
<page>

          MINERAL TITLES ONLINE VIEWER

           Tenure Detail

            Tenure Number ID            510126 View Tenure
            Termination Type
            Title Type                  MCX
            Tenure Sub Type             C
            Tenure Type                 M
            Mining Division
            Good To Date                2006/APR/03
            Issue Date                  2005/APR/03
            Termination Comments
            Termination Date
            Tag Number
            Claim Name                  CHIP 3
            Old Tenure Code
            Area In Hectares            307.273


            Map Numbers:
                    092J
                    ----

            0wners:
                   124748 RICHARD STUART SIMPSON 100.00%
                   ------

            Agents:
                   124748 RICHARD STUART SIMPSON  CEXT (4025039)
                   ------

                                       10

<page>
                                   EXHIBIT B:

                                   Claim Map


See Attached PDF File


                                       11