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                          PROJECT ACQUISITION AGREEMENT

                                     BETWEEN

                              GALAXY MINERALS INC.

                                       AND

                          SEARCHLIGHT EXPLORATION, LLC.

                                       And

                     The McIntyre / Bauman New Jersey Trust


                         Dated as of October 31st, 2004
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                          PROJECT ACQUISITION AGREEMENT

            This PROJECT ACQUISITION  AGREEMENT (this "Agreement"),  dated as of
September  20,  2004 is made by and  between  Galaxy  Minerals  Inc.,  a Florida
corporation,  having offices at 500 Park Ave.,  Suite 203, Lake Villa,  IL 60046
U.S.A. ("Company") and Searchlight Exploration LLC, an Arizona limited liability
company with offices at 5821  Pristine  Falls Ave.,  Las Vegas,  NV 89131 U.S.A.
("Searchlight")  and John B. McIntyre and his  successors in trust as trustee of
the McIntyre / Bauman New Jersey Trust dated December 15, 2001 ("Trust")  (Trust
and Searchlight are sometimes herein referred to collectively as "Claimholder").

      1.  Grant of Lease,  Purchase  Option  and 75% Net  Profits  Interest.  In
consideration for the sum of US$5,000 to be paid by Company to Claimholder on or
before  December,  1st 2004 (the  "Initial  Payment"),  the further  payments of
$10,000 to be paid by Company to Claim  holder  quarterly  during the Lease Term
("Quarterly Payments"), 250,000 shares of common stock of Company and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged,  Claimholder  hereby  leases the  unpatented  placer and / or lode
mining claims known as the Treasure King,  Copper Mountain and Monster  Projects
and more particularly described in Exhibit A hereto and as the Oatman Project as
more particularly described in Exhibit B hereto (the "Property") to Company (the
"Lease")  and  grants to Company a 75% net  profits  interest  and an  exclusive
irrevocable option (the "Purchase Option") to purchase the Property, each on the
terms and  conditions  set forth below.  Provided  the Initial  Payment has been
made,  the term of the Lease shall  commence  on November 1, 2004 and,  provided
that all Quarterly  Payments are made,  shall run to and  including  October 31,
2007 (the "initial term"), with the right of Company at its option to extend the
Lease for up to three (3)  additional  three  year  terms on the same  terms and
conditions to and including  October 31, 2016 (an "extended  term") (the initial
and extended terms being hereinafter  referred to as the "Lease Term").  Company
shall have the right to sooner  terminate  the Lease  pursuant to Section 6 and,
subject to Section 15 below, to exercise the Purchase Option pursuant to Section
7 at any time during the Lease Term.  The  Purchase  Option may be  exercised by
Company  only  upon the  delivery  to  Claimholder  of each of (a) a  "positive"
feasibility study for the Property, (b) corporate resolution of the Company (and
any parent company thereof)  evidencing an affirmative  production  decision for
the Property  and (c)  evidence  satisfactory  to  Claimholder  that Company has
obtained  the  financing  necessary  to develop and operate the  Property.  Upon
transfer of title pursuant to exercise of the Purchase  Option,  the Lease shall
terminate.  As to the patented  claims  included in the Property,  the Lease and
Purchase  Option  are only in  respect of the  mineral  rights to such  patented
claims;  Trust  reserves  all rights it may have to the surface of the  patented
claims and development of same.

      2. Title to the Property.


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      A. Claimholder hereby represents and warrants to Company as follows:

      (i) Claimholder owns or is able to convey a full and undivided interest in
and to each of the unpatented  mining claims  included in the Property as of the
date hereof and to the mineral rights to the patented  mining claims included in
the Property;

      (ii) To the best of the knowledge,  information and belief of Claimholder,
all such claims have been validly  located and maintained in accordance with all
applicable laws and regulations;

      (iii)  All such  claims  are free and  clear  of all  liens,  claims,  and
encumbrances  whatsoever,  subject only to the paramount  interest of the United
States of America and / or the State of Arizona; all taxes, if any, which may be
or which may become a lien upon the Property,  as of the date hereof,  have been
paid;

      (iv) The  Property  is not in any  manner  encumbered  as a result  of any
conduct or activity of Claimholder;

      (vi)  Having  secured  the  approval  of its sole  member to the terms and
conditions of this  Agreement,  Searchlight  has full and complete  authority to
execute this Agreement on behalf of  Searchlight  and to grant the rights herein
conferred  by  Searchlight  on Company;  John B.  McIntyre has full and complete
authority to execute this  Agreement on behalf of Trust;  and

      (vii)  Claimholder  has  no  knowledge  that  any  of  the  mining  claims
comprising the Property are invalid,  or that,  except for patented ground owned
by others lying within the Project  Area and certain  unpatented  claims of T.W.
Anderson,  there are other  senior  mining  claims in conflict  with any of such
claims.

      3. Lease Payments and Other Payments.

            A. During the Lease Term,  Company shall make the following payments
to Claimholder,  which shall  constitute a portion of the purchase price for the
Property:

                  (i) The Initial  Payment of $5,000,  on or before  December 1,
2004; and

                  (ii) The  Quarterly  Payments  each in the amount of  $10,000,
payable on March 1, June 1,  September 1 and  December 1 of each year during the
Lease Term, commencing with March 1, 2005.

            B. Following Company's exercise of the Purchase Option under Section
7 and resulting termination of the Lease as provided in Section 1, Company shall
pay to  Claimholder  (i) the  Claimholder's  net  profits  interest  (NPI) under
Section 8A and (ii) the  Claimholder's  net smelter  return (NSR)  royalty under
Section 8B. Company's obligation to make payment under Section 8A and Section 8B
shall  cease to accrue on the first to occur of (i)  completion  by  Company  of
mining operations, residual leaching and reclamation in the Project Area or (ii)
other  decision of Company to terminate  operations  in the Project Area and, if
Claimholder so desires, to reconvey the property to Claimholder once reclamation
and other environmental obligations have been satisfied, although this provision
shall not relieve  Company from its  obligation  to make  payments  that accrued
prior to such occurrence.


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            C. All payments shall be paid in US dollars in immediately available
funds.

            D. Company hereby represents and warrants to Claimholder that it has
adequate financial resources to make the payments required under this Section 3,
as well as the Work Expenditures required under Section 4.

            E.  Company  shall  also  issue on or  before  December  1,  2004 to
Searchlight  187,500 shares of Company's common stock and to Trust 62,500 shares
of Company's  common stock.  The shares shall be validly issued,  fully paid and
nonassessable.  The shares shall be restricted and eligible for resale  pursuant
to Rule 144 in accordance with said rule. Company,  following its initial public
offering,  shall use its best efforts to comply with its  reporting  obligations
under applicable securities law so as to enable Searchlight and Trust to utilize
Rule 144 for resale of the shares following the applicable holding period.


      4. Work  Expenditures.  During the Lease Term, until terminated by Company
under  Section 6 or until the  Purchase  Option is  exercised  under  Section 7,
Company shall make work expenditures ("Work Expenditures") on or for the benefit
of the Property in the following amounts:

            A.    The sum of $100,000 on or before  October 31, 2005.  This is a
                  firm commitment.  If Company fails to perform the total amount
                  of such Work  Expenditures;  Company shall pay Claimholder the
                  deficiency in immediately available funds.

            B.    The sum of $100,000 on or before October 31, 2006.

            C.    The sum of  $100,000  on or  before  October  31 of each  year
                  thereafter.

Any excess of Work  Expenditures  in any year  shall be  carried  forward to the
succeeding year. If Work Expenditures in any year after the period ended October
31, 2005 are  deficient  and Company  desires to maintain the Lease and Purchase
Option in effect, Company shall pay Claimholder in immediately available funds a
sum  equal to the  deficiency  in lieu of the Work  Expenditure  shortfall.  For
purposes  of this  Agreement,  "Work  Expenditures"  is defined as sums spent or
incurred by Company  directly on the Property for exploration and development of
the Property, including drilling,  geochemical sampling,  geophysical or seismic
survey,  assaying,  and ore reserve  calculation;  metallurgical and engineering
analyses;  environmental  and permitting  analyses and  activities;  feasibility
studies; and financing  investigations;  plus 5% of such direct costs in lieu of
headquarters overhead and general and administrative expenditures.

It is the parties'  intention that work be done each year at the Oatman Project,
with  some work to be done at one or more of the  other  projects.  In the event
that, for two consecutive work years,  Work  Expenditures at any of the projects
are  less  than  $2,500  (an  "Inactive   Project"),   Claimholder  may  request
termination of the Lease with respect to the Inactive Project, whereupon Company
may either pay  Claimholder  $2,500 to keep the Inactive  Project subject to the
Lease or Company may return the Inactive Project to Claimholder.


                                       4
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      5. Rights and  Obligations  During Lease Term.  The parties shall have the
following rights and obligations during the Lease Term:

            A. Access to Property and Provision of Data. Company shall have full
access to the  Property  to conduct  such  investigations  and  examinations  as
Company may deem  desirable  and to all  information  and data in  Claimholder's
possession  and control  pertaining  to the  Property  necessary or desirable to
enable Company to fully  evaluate the Property and its  commercial  feasibility.
Claimholder agrees to cooperate fully with Company in its investigation.

            B. Activities by Company. Company shall have exclusive possession of
the Property,  subject to the paramount rights of the United States and / or the
State of Arizona  with  respect to  unpatented  mining  claims  included  in the
Property,  and shall  have the  exclusive  right to  conduct  such  exploration,
evaluation, and development activities on the Property (including bulk sampling)
as Company  may  desire.  Claimholder  shall  provide at  Company's  expense all
reasonable assistance to Company for the obtaining of any permits, licenses, and
third party consents needed for such work.  Company shall also have the right to
contact the pertinent  federal,  state,  and local permitting  agencies,  and to
negotiate with such agencies.

            C. Maintenance of Property.  Company shall maintain in good standing
all  unpatented  mining  claims that comprise the Property.  Company  shall,  as
required by the Federal  Government with respect to unpatented  mining claims on
federal  lands,  perform  required  assessment  work or  timely  pay  all  claim
maintenance  or rental fees and all required  property  taxes,  and shall timely
make all filings and recordings in the appropriate governmental offices required
in  connection  with  such  payments.  In the event  Claimholder  makes any such
payment  (although it shall have no obligation to do so), Company shall promptly
reimburse  Claimholder for payment of such holding costs upon receipt by Company
of evidence of such  payment.  Company shall have the right to amend or relocate
in the name(s) of  Claimholder  any  unpatented  mining  claims  included in the
Property,  to locate  different  types of claims on ground  covered by  existing
claims, and to locate any fractions.

            D. Sharing of Data. During each year of the Lease Term, Company will
share   with   Claimholder   all   information   (including   interpretive   and
non-interpretive  data, subject to typical  disclaimers  regarding  interpretive
data and statements  that  Claimholder may not rely upon the same) obtained from
the  exploration,  evaluation,  and  development  activities  pertaining  to the
Property,  including  providing  a copy of any  geological  and other  principal
reports  relating to the Property,  and will report to Claimholder in writing at
least  quarterly  regarding the progress of the  exploration and evaluation work
and Work Expenditures made during the period.

            E.  Claimholder  Access to Property.  Claimholder may have access to
the  Property at its sole risk on  reasonable  notice,  and shall be entitled to
conduct tours of the Property for investor  relations and financing  activities.
Claimholder's  exercise of its access rights shall not interfere in any way with
Company's  operations on the Property,  which shall take precedence in the event
of any conflict.


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<PAGE>

            F.  Conduct of  Operations  by Company at the  Property.  All of the
exploration,  development,  mining,  milling  and  related  work  and any  other
activities  which may be  performed  by  Company  or its  agents or  contractors
hereunder  shall be performed in accordance with all of the terms and conditions
of this Agreement and good mining practices,  but the timing, nature, manner and
extent of any  exploration,  development  or any other  operations or activities
hereunder  shall be in the sole  discretion  of  Company,  and there shall be no
implied covenant to begin or continue any such operations or activities.

            G. Indemnity.  Except for damages  sustained by Claimholder while on
the Property  pursuant to Section  5F.,  Company  agrees to  indemnify  and hold
Claimholder  and its  affiliates,  and their  respective,  officers,  directors,
employees,  agents,  members,  partners and agents harmless from and against any
loss, liability,  cost, expense or damage (including reasonable attorney's fees)
that may be incurred for injury to or death of persons or damage to property, or
otherwise,  as a result of Company or its agents or  contractors  conducting any
operations on or in connection with the Property.

            H. Insurance.  Company agrees to carry such insurance,  covering all
persons working at or on the Property for Company, as will fully comply with the
requirements  of the  statutes  of the State of Arizona  pertaining  to worker's
compensation and occupational disease and disabilities as are now in force or as
may be  hereafter  amended or  enacted.  In  addition,  Company  agrees to carry
liability insurance with respect to its operations at the Property in reasonable
amounts in accordance  with accepted  industry  practices.  Company  agrees that
Claimholder  shall be named as an additional  insured on all such policies,  and
agrees to forward to Claimholder  certificates  of such  insurance  policies not
later than 10 days prior to the date that Company  commences any such activities
on the  Property.  Company  shall have no right to commence any such  activities
until such certificates are delivered to Claimholder.

            I. Compliance  with Laws.  Company agrees to conduct and perform all
of its  operations  at the  Property  during  the  term  of  this  Agreement  in
compliance with all valid and applicable  federal,  state and local laws,  rules
and  regulations,  including  without  limitation  laws,  rules and  regulations
pertaining  to  environmental  protection,   human  health  and  safety,  social
security,  unemployment  compensation,  wages and hours and conditions of labor,
and Company shall indemnify and hold  Claimholder  harmless from and against any
loss, liability,  cost, expense or damage (including reasonable attorney's fees)
arising from or related to Company's failure to comply with said laws.

            J.  Taxes.  During  the  term of this  Agreement,  Company  shall be
responsible  for  payment of all taxes  levied or  assessed  upon or against the
Property, as well as any facilities or improvements located thereon.

            K. Liens and Encumbrances.  Company shall keep title to the Property
free and clear of all  liens  and  encumbrances  resulting  from its  operations
hereunder;  provided, however, that Company may refuse to pay any claim asserted
against  it which it  disputes  in good  faith.  At its sole  cost and  expense,
Company  shall  contest any suit,  demand or action  commenced to enforce such a
claim  and,  if the  suit,  demand  or  action  is  decided  by a court or other
authority of ultimate and final  jurisdiction  against  Company or the Property,
Company  shall  promptly  pay the  judgment and shall post any bond and take all
other  action  necessary to prevent any sale or loss of the Property or any part
thereof.  Company shall permit Claimholder to post Notices of Non-Responsibility
at the collars of any shafts and in other  locations  required under Arizona law
in order to prevent  certain liens from  attaching to the Property,  and Company
shall take all actions reasonably necessary to keep such notices posted in these
locations.


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            L. Reclamation and Remediation.  Company shall reclaim the Property,
to the  extent  disturbed  by  Company  during  the term of this  Agreement,  in
accordance  with and as required by  applicable  federal,  state and local laws,
rules and regulations.

      6. Right to Terminate.

            A. Termination.

                  (1)   By the Company.  Company may terminate this Agreement or
                        the  Lease  at any  time at its sole  option  by  giving
                        Claimholder  30 days' prior written  notice,  upon which
                        all rights and  obligations  of the  parties  under this
                        Agreement  shall  cease,  except for any  limitation  of
                        liability,    indemnification,    and    confidentiality
                        provisions set forth herein; provided, however, that (i)
                        if Company  terminates  this Agreement  after April 1 of
                        any year,  Company agrees to pay  governmental  fees and
                        make all governmental  filings necessary to maintain the
                        unpatented   mining  claims  for  the  assessment   year
                        commencing on September 1 next  following such notice of
                        termination   and  (ii)  if  Company   terminates   this
                        Agreement  or the  Lease on or  before  June  30,  2005,
                        Company  shall  remain  obligated to comply with Section
                        4A.

                  (2)   By Claimholder. In the event that (i) Company shall fail
                        to pay  any  of  its  monetary  obligations  under  this
                        Agreement when due and shall not pay same within 14 days
                        following  notice thereof by Claimholder or (ii) Company
                        shall fail to perform any of its nonmonetary obligations
                        under  this  Agreement  and shall  not cure its  failure
                        within 30 days  following  notice thereof by Claimholder
                        (in each case an  "uncured  default"),  Claimholder  may
                        terminate  this Agreement upon three days written notice
                        to Company. Termination pursuant to this Section 6.A.(2)
                        shall not  excuse  Company  from any of its  obligations
                        which  accrued  prior  to the date of  termination,  and
                        Claimholder  shall retain all of its rights in law or in
                        equity with respect thereto.

            B. Return of Data. As soon as  practicable  upon the  termination of
this  Agreement,  Company  shall  return to  Claimholder  copies  of all  title,
environmental,  metallurgical,  geological,  geophysical, milling and other data
concerning the Property and furnished by  Claimholder or previous  owners of the
Property or their agents or consultants to Company.  At such time, Company shall
also make available to Claimholder  for examination and copying all survey maps,
drill hole logs,  sample  locations and assays developed by Company with respect
to the  Property  during  the term of this  Agreement  and not  previously  made
available to Claimholder and shall transfer  custody to Claimholder of all drill
cores.


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            C.  Release.  Upon  termination  of  this  Agreement,  Company  will
promptly execute and deliver to Claimholder  appropriate documents of conveyance
releasing and conveying its interest in the Property to Claimholder.

            D.   Surrender  of  Possession   and  Removal  of  Equipment.   Upon
termination  of  this  Agreement,  Company  shall  surrender  possession  of the
Property, subject to the condition that Company shall have the right at any time
within one year (or such longer period as Company can  demonstrate is reasonably
necessary) after such surrender or termination of this Agreement to (i) complete
any  reclamation  obligations  required of Company  under this  Agreement  or by
governmental  law or  regulation  and (ii)  remove all of its tools,  equipment,
machinery, supplies, fixtures, buildings,  structures and other property erected
or placed on such property by Company, excepting only timber, chutes and ladders
in place for underground  entry and support.  Title to such property not removed
within the time period set forth above shall,  at the  election of  Claimholder,
pass to  Claimholder.  Alternatively,  at the end of the time  period  set forth
above, Claimholder may remove any such property from the Property and dispose of
same in a commercially reasonable manner, all at the expense of Company.

      7.  Exercise  of  Purchase  Option.  If Company  decides to  exercise  the
Purchase  Option,  upon each of (a) the  completion of a "positive"  feasibility
study for the Property, (b) the making of an affirmative production decision for
the Property by Company's and any parent  corporation's  Boards of Directors and
(c)  presentation to Claimholder of evidence  satisfactory  to Claimholder  that
Company  has  obtained  the  financing  necessary  to develop  and  operate  the
Property,  Company shall give Claimholder  notice thereof.  Within 10 days after
such notice,  Claimholder  shall  deliver to Company a special  warranty deed in
form  satisfactory  to  Company  transferring  title to a 100%  interest  in the
Property,  and  reserving to  Claimholder  the net profits  interest  ("NPI") in
production from the Property and the net smelter returns royalty  ("NSR"),  each
as set forth in Section 8 below,  and Company shall deliver to  Claimholder  the
sum of $10.00.

      8. Claimholder NPI and NSR Royalty.

            A.  Claimholder  NPI. Upon  completion of the payments under Section
3.A.,  Company shall have a 75% NPI in the Property and Claimholder shall have a
25% NPI in the Property.  Upon termination of this Lease (other than as a result
of Company's  exercise of its Purchase  Option,  Company's  NPI shall be reduced
permanently to zero (-0-%) and Claimholder's  shall be increased  permanently to
100%. For purposes of Claimholder's and Company's  respective NPI, "Net Profits"
shall be calculated pursuant to generally accepted accounting  principles in the
United States of America, provided, however, that the calculation of net profits
shall not include any  benefit or loss from price  hedging and price  protection
arrangements  conducted by or on behalf of Company and, provided,  further, that
Company shall be entitled to deduct from revenues only the following percentages
of total  operating  costs in lieu of  headquarters  overhead  and  headquarters
general  and  administrative  expenses:  3% during the  development/construction
stage of operations and 1% during the mining and processing  stage of operations
and,  provided,  further,  that no  deduction  shall  be made for  depletion  or
depreciation.   Claimholder's  NPI  shall  be  a  fully  carried  interest,  and
Claimholder  shall not be required to fund any expenses relating to the Property
or its exploration , development, production or reclamation.


                                       8
<PAGE>

            B. Net Smelter Returns Royalty.  In addition to  Claimholder's  NPI,
Claimholder  hereby  reserves a five (5%)  percent net smelter  returns  royalty
("NSR  Royalty") for all commodities  produced.  For purposes of this Agreement,
the "net smelter  return" is defined as the amount of money which the smelter or
refinery,  as the case may be, pays the Company for the  commodity  based on the
then current spot price of the commodity,  with deductions for costs  associated
with further processing but without  deductions for taxes,  calculated on an FOB
mine site basis.

            C.  Payable in Kind;  Payable  Quarterly.  Claimholder  may elect to
receive in kind its NPI or its NSR Royalty (as described below).  Both royalties
shall be payable quarterly.

      9. "Project Area" / Area of Interest.  If either party or if any affiliate
of a  party,  or any  officer,  director,  employee,  partner,  member  or agent
thereof,  now  has or  hereafter  acquires  any  property  interest  within  the
boundaries  of Twp 11.5N  Range 1E, Twp 12N Range 2E, Twp 13N Range 2 E, Twp 18N
Range 20W or Twp 19N  Range  20W,  GSRBM,  Arizona,  or  within  one mile of the
perimeter of such boundaries (the "Project Area"),  such party shall give prompt
notice to the other party and such property  interests  shall,  at the option of
the other party,  exercised  within 45 days after notice of such  acquisition by
the  acquiring  party,  become part of the Property  and become  subject to this
Agreement (the "Additional  Property.  If Company does not exercise the Purchase
Option and the Lease is terminated,  Claimholder  shall have the right to retain
any Additional Property acquired by Company at no cost to Claimholder.

      10. Cross - Indemnity. Each party ("Indemnifying Party") agrees to defend,
indemnify  and hold  harmless  the  other  party,  its  successors,  affiliates,
assigns,  officers,  directors  and  employees,  members,  partners  and  agents
("Indemnities")  from and  against any and all claims,  actions  suits,  losses,
liabilities,  damages,  assessments,  judgments,  costs and expenses,  including
reasonable  attorney's  fees,  arising out of or pertaining to (i) any breach by
the indemnifying party of any representation,  warranty or obligation under this
Agreement  or (ii) any  activities  conducted by the  Indemnifying  Party or its
agents on the Property.

      11. Assignment.  Neither party may assign its rights and obligations under
this  Agreement  without the prior  written  consent of the other  party,  which
consent shall not be unreasonably withheld,  provided, however, that Claimholder
may assign its  interest  at any time after  October  31,  2004 to a third party
without  the  consent of Company  if such  third  party  agrees to assume all of
Claimholder's  obligations  under this  Agreement,  and  provided  further  that
Company may assign its interest to an affiliated  company or a successor without
the consent of  Claimholder,  provided that the assignee agrees to assume all of
Company's  obligations under this Agreement and has a tangible net worth no less
than that of Company prior to the assignment.

      12.  Governing  Law.  Consent to  Jurisdiction.  This  Agreement  shall be
governed by the laws of the State of Arizona,  excluding  any  conflicts of laws
principles.  Each party consents to the exclusive  jurisdiction and venue of the
federal and state courts  sitting in Mohave County or Yavapai  County,  Arizona,
U.S.A. over any dispute, claim, lawsuit or proceeding arising from or pertaining
to this Agreement, and waives any argument that such courts are an "inconvenient
forum."


                                       9
<PAGE>

      13.  Affiliated  Companies.  Each party shall take such  actions as may be
necessary to cause its  affiliates to comply with the  obligations  contemplated
herein.  "Affiliate"  of a party means any person,  partnership,  joint venture,
corporation,  or other form of enterprise that directly or indirectly  controls,
is controlled by, or is under common control with, the party.

      14. Notices. All notices required or permitted to be given hereunder shall
be in  writing  and shall be  delivered  to the  parties by  personal  delivery,
registered  or  certified  mail,  facsimile  transmission,  or express  delivery
service  at the  addresses  set forth  below,  or to such  other  address as the
parties may later designate by like notice to each other:

      Company:

Galaxy Minerals Inc.
500 Park Ave., Suite 203
Lake Villa, IL 60046 U.S.A.
Phone: 847.265.7600
FAX: 847-265-0995
Attn: Scott Goldstein

      Searchlight:

Searchlight Exploration LLC
5821 Pristine Falls Ave
Las Vegas, NV 89131 U.S.A.
Phone: 702.396-5292
FAX: 702.396-2347
Attn: Frederick C. Bauman

      Trust:

Mr. John B. McIntyre
6907 Baylor Dr.
Alexandria, VA 22307 USA

All notices  required or permitted to be given hereunder shall be deemed to have
been given on the date of actual receipt.

      15. Rule Against Perpetuities.  Anything in this Agreement to the contrary
notwithstanding,  Company may not  exercise  its  Purchase  Option,  which shall
thereupon become null and void, later than 21 years after the end of the life of
the last to survive of Frederick C. Bauman,  Barbara  McIntyre  Bauman,  John B.
McIntyre,  Betty M. McIntyre, Gail Neyland, John Neyland, George Hyatt and James
Bauman, who are locators of claims owned or being explored by Searchlight.

      16. Dollars.  All dollar ($) amounts used in this Agreement or any Exhibit
or Schedule hereto are U.S. $ Dollars.


                                       10
<PAGE>

      17. Other Business Opportunities. This Agreement is, and the rights of the
parties are,  strictly  limited to the matters set forth herein.  Subject to the
provisions of Section 9 relating to Additional Property in the Project Area, the
parties shall have the free and unrestricted  right to  independently  engage in
and  receive  the full  benefits  of any and all  business  ventures of any sort
whatever,  whether or not  competitive  with the  matters  contemplated  hereby,
without  consulting  the other or inviting or allowing the other to  participate
therein.

      18. Confidentiality. Except as set forth in Section 20, the parties hereto
agree to treat all data, reports,  records and other information developed under
this  Agreement and applicable to the Property as  confidential,  and unless any
party is required by any law, rule,  regulation or order to disclose any of such
information,  it shall not be disclosed  to any person  other than  consultants,
contractors or potential  investors or assignees,  without the written agreement
of both parties, which will not unreasonably be withheld.

      19. Memorandum for Recording. Simultaneous with the receipt by Claimholder
of the all payments  pursuant to Section 3.A.,  the parties agree to execute for
recording  purposes a written Short Form of Exploration and Development  Lease /
Option Agreement, setting forth the basic terms and conditions of this Agreement
as necessitated or permitted by Arizona law.

      20.  Public  Announcements.  Disclosure  of  information  relating to this
Agreement or the Property  may be made by either  party if such  information  is
required to be disclosed to any federal,  state,  provincial or local government
or  appropriate  agencies  and  departments  thereof or if such  information  is
required by law,  stock  exchange rule or  regulation to be publicly  announced.
Otherwise,  public  announcements  or  reports  by either  party of  information
relating to this  Agreement or the  Property  shall be made only on the basis of
agreed texts upon the prior  written  consent of the other party,  which consent
shall not unreasonably be withheld.  Each of Claimholder and Company accordingly
agrees that it will, not less than forty-eight hours in advance of making public
any  information  referred to in the  preceding  sentence,  give the other party
written notice of the text of the proposed report and provide the non-disclosing
party with the  opportunity to object to the form and content thereof before the
same is issued. The non-disclosing  party shall respond within forty-eight hours
of receipt of such notice,  or its silence will constitute a waiver of objection
to the terms of the proposed text.

      21.  Waiver;  Amendment.  Any of the terms or conditions of this Agreement
may be waived at any time by the party which is entitled to the benefit thereof,
but such waiver must be in writing and signed by the party  granting the waiver.
No such waiver shall affect or impair the right of the waiving  party to require
observance,  performance or satisfaction of any other term or condition thereof.
Any of the terms or provisions  of this  Agreement may be amended or modified at
any time, but only in a writing signed by each of the parties hereto.

      22.  Severability.  In the  event  that any one or more of the  provisions
contained in this Agreement or in any other instrument or agreement contemplated
hereby shall, for any reason, be held to be invalid, illegal or unenforceable in
any respect,  such invalidity,  illegality or unenforceability  shall not affect
any other provision of this Agreement or any such other instrument or agreement.


                                       11
<PAGE>

      23.  Attorney's  Fees. In the event of any  controversy,  claim or dispute
between the parties  hereto,  arising out of or pertaining to this  Agreement or
the breach thereof,  the prevailing  party shall be entitled to recover from the
losing party reasonable expenses, attorney's fees and costs.

      24. Further Assurances.  At the request of either party, the parties shall
execute  and deliver any further  instruments,  agreements,  documents  or other
papers  reasonably  requested  by either  party to effect the  purposes  of this
Agreement and the transactions contemplated hereby.

      25. Counterparts. This Agreement may be executed in multiple counterparts,
and all such  counterparts  taken together shall be deemed to constitute one and
the same instrument.

      26. No Brokers or Finders. Each party represents and warrants to the other
party that,  except for Scott Goldstein,  whose  compensation  shall be the sole
responsibility of the Company,  all negotiations  relative to this Agreement and
the transactions  contemplated  hereby have been carried on by it in such manner
as not to give rise to any valid claim against either party, or any third party,
for a brokerage  commission,  finder's fee or other fee or commission arising by
reason of the transactions contemplated by this Agreement.

      IN WITNESS  WHEREOF,  the parties  hereto,  through their duly  authorized
representative,  have  executed and delivered  this  Agreement as of the day and
year first above written.

SEARCHLIGHT EXPLORATION LLC,            The McINTYRE / BAUMAN
an Arizona limited liability company    New Jersey Trust dated December 15, 2001


By: /s/ Frederick C. Bauman             By: /s/ John B. McIntyre
        Frederick C. Bauman                     John B. McIntyre, sole trustee
        Manager and sole member


GALAXY MINERALS INC.
A Florida corporation


By: /s/Matthew J. Symonds
Name:  Matthew J. Symonds
Title: President/CEO


                                       12
<PAGE>

                                    Exhibit A
                             Treasure King Property
                     Big Bug / Turkey Creek Mining Districts
                             Yavapai County, Arizona

<TABLE>
<CAPTION>
                                                                                             Approx
Claim             AMC#     Recording Info      Township / Range / Section   Date Located     Acreage
-----             ----     --------------      --------------------------   ------------     -------
<S>              <C>       <C>                 <C>                          <C>              <C>
Treasure King    AMC356410 Bk 3928 p281        T11.5N R1E Sec 24            5/8/2002         20
Lode Claim
TK#1             AMC356669 Bk 3957 p 462       T11.5N R1E Sec 24, 25        9/7/2002         160
TK#2             AMC356667 Bk 3957 p 463       T11.5N R1E Sec 25, 36        9/7/2002         160
TK#3             AMC356668 Bk 3957 p 464       T11.5N R1E Sec 36            9/7/2002         160
TK#4             AMC356930 Bk 3965 p 702       T11.5N R1E Sec 36            9/20/2002        160
Lode claims in process of location:
Treasure King #2
Treasure King #3
Treasure King #4
Treasure King #5
Treasure King #6

<CAPTION>
                            Copper Mountain Property
                           Agua Fria Mining District
                            Yavapai County, Arizona

<S>              <C>       <C>                 <C>                          <C>              <C>
AF#1             AMC360628 Bk 4113 p 108       T12N R2E Sec 6               1/19/2004        146.56
AV#1             AMC360759 Bk 4121 p 524       T12N R2E Sec 7               2/16/2004        150.95
AV#2             AMC360760 Bk 4121 P 525       T12N R2E Sec 7               2/16/2004        158.12
AV#3             AMC360761 Bk 4121 p 526       T12N R2E Sec 6, 7            2/16/2004        152.83
AV#4             AMC360862 Bk 4121 p 527       T12N R2E Sec 18              2/16/2004        142.35
AV#5             AMC360863 Bk 4121 p 528       T12N R2E Sec 17, 18, 19, 20  2/16/2004        159.79
AV#6             AMC360864 Bk 4121 p 529       T12N R2E Sec 19, 30          2/16/2004        159.28
AV#7             AMC360991 Bk 4121 p 530       T12N R2E Sec17, 20           2/16/2004        158.5
AV#8             AMC360992 Bk 4121 p 531       T12N R2E Sec 20              2/16/2004        159.61
AV#9             AMC360993 Bk 4121 p 532       T12N R2E Sec20               2/16/2004        160
AV#10            AMC360994 Bk 4121 p 533       T12N R2E Sec 20              2/16/2004        160
AV#11            AMC360995 Bk 4134 p 916       T12N R2E Sec 19              3/21/2004        160
AV#12            AMC360966 Bk 4134 p 917       T12N R2E Sec 25, 30          3/21/2004        160
AV#13            AMC360997 Bk 4134 p 918       T12N R2E Sec 30              3/21/2004        160
AV#14            AMC360998 Bk 4134 p 919       T12N R2E Sec 30              3/21/2004        158
Lode claims in process of location:
Big Bug
Old Minor
Copper Hill #1
Copper Hill #2
Copper Hill #3
Hack#1

<CAPTION>
                                  Yaba Property
                           Yarber Wash Mining District
                             Yavapai County, Arizona

<S>              <C>       <C>                 <C>                          <C>              <C>
Monstro Verde 1  AMC356929 Bk 3965 p 701       T13N R2E Sec 33              9/20/2002        160
Monstro Verde 2  AMC357865 Bk 4012 p 537       T12N R2E Sec 3               3/17/2003        160
Monstro Verde 3  AMC357866 Bk 4012 p 538       T12N R2E Sec 2               3/17/2003        160
                                               T13N R2E Sec 34
Lode claims in process of location:
Yaba Gold Dot
Tri-Metals
</TABLE>


                                       13
<PAGE>

                                 Oatman Project
                          San Francisco Mining District
                             Mohave County, Arizona

Central Claim Block

Patented Claims:
The Lexington,  Boston,  Alice, Happy New Year, Only Chance and Big Johnnie Lode
Mining  Claims,  in the San Francisco  Mining  District,  being shown on Mineral
Survey No. 2775, on file in the Bureau of Land Management,  as granted by Patent
recorded in Book 22 of Deeds, Page 332, records of Mohave County, Arizona.

The Bunker Hill Lode Mining Claim, in the San Francisco Mining  District,  being
shown on Mineral Survey No. 3190, on file in the Bureau of Land  Management,  as
granted  by Patent  recorded  in Book 25 of Deeds,  Page 557,  records of Mohave
County, Arizona.

<TABLE>
<CAPTION>
<S>               <C>        <C>            <C>                        <C>               <C>
Unpatented Claims:
Big John Lode     AMC357922  Bk4480 Pg821   T19N R20W Secs 22,23       3/15/2003         20
BJ#1              AMC357923  Bk4480 Pg823   T19N R20W Secs22,23,24     3/15/2003         156.6
BJ#2              AMC357924  Bk4480 Pg826   T19N R20W Sec26            3/15/2003         157.5
BJ#3              AMC357925  Bk4480 Pg829   T19N R20W Sec 26           3/15/2003         160
Big John #4       AMC360061  Bk4813 Pg703   T19N R20W Sec 25           12/7/2003         120
Argo Lode         AMC360022  Bk 4807 Pg 100 T19N R20W Sec 24           12/7/2003         20
Big John #5       AMC360062  Bk 4813 Pg 706 T19N R20W Sec 24           12/7/2003         150
Big John #6       AMC360063  Bk4813 Pg709   T19N R20W Sec 25           12/7/2003         160

Southern Claim Block

Unpatented Claims:
Armil Lode        AMC360428  Bk4836 Pg672   T18N R20W Secs4,9          1/4/2004          20
GQ#1              AMC357926  Bk4480 Pg832   T18N R20W Secs 9, 10       3/15/2003         140
GQ#2              AMC360429  Bk4826 Pg672   T18N R20W Secs4,9          12/25/2003        160
GQ#3              AMC360430  Bk4826 Pg158   T18N R20W Secs10,15        12/25/2003        155
GQ#4              AMC360431  Bk4836 Pg674   T18N R20W Secs 4,5         1/4/2004          160
GQ#5              AMC361420  Bk4926 Pg309   T18N R20W Sec 4            3/6/2004          155
                                            T19N R20W Secs 32, 33
Q#6               AMC361421  Bk4926 Pg312   T18N R20W Sec 4            3/6/2004          160
                                            T19N R20W Sec 33
GQ#7              AMC361422  Bk4926 Pg315   T18N R20W Secs3, 4         3/6/2004          160
                                            T19N R20W Secs 33, 34
GQ#8              AMC361423  Bk4926 Pg318   T18N R20W Sec 3            3/6/2004          159.37
                                            T19N R20W Sec 34
GQ#9              AMC361424  Bk4926 Pg321   T18N R20W Sec 2            3/6/2004          155
                                            T19N R20W Sec 35
GQ#10             AMC361514  Bk4926 Pg 324  T18N R20W Sec 4            3/6/2004          160
GQ#11             AMC361515  Bk4926 Pg327   T18N R20W Sec 3,  4        3/6/2004          160
GQ#12             AMC361516  Bk4926 Pg330   T18N R20W Secs 2,3         3/6/2004          160
GQ#13             AMC361517  Bk4926 Pg333   T18N R20W Secs 2,3         3/6/2004          160
GQ#14             AMC361518  Bk4926 Pg336   T18N R20W Secs 3,4         3/6/2004          160
GQ#15             AMC361076  Bk4926 Pg339   T18N R20W Secs3,4,9,10     3/6/2004          159
GQ#16             AMC361077  Bk4926 Pg342   T18N R20W Sec 10           3/6/2004          160
</TABLE>


                                       14
<PAGE>

Unpatented claims in process of location:
Lazy Boy
Peerless
Paragon
United Oatman
Oatman Southern
Nellie May 1
Nellie May 14
Nellie May 20
Nellie May 39
Arataba #1
Arataba #2
Arataba #3


                                       15