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                       MINERAL PROPERTY PURCHASE AGREEMENT


                  THIS AGREEMENT dated for reference June 23, 2004.


BETWEEN:

                  CARLA BIRD, of 1600 Beach Avenue, Suite 905, Vancouver,
                  British Columbia,  V6G 1Y7 and JESSIE M. WALL of; and

                  (the "Vendors")

                                                              OF THE FIRST PART

AND:

                  AAA  MINERALS  INC.,  a company  incorporated  pursuant to the
                  laws of Nevada with an office at 3841 Amador Way, Reno,
                  Nevada, 89502;

                  (the "Purchaser")

                                                             OF THE SECOND PART

W H E R E A S :

A. The Vendors are the registered  and beneficial  owners of five mineral claims
located in the Lillooet Mining Division,  British Columbia at latitude 50(0)35'N
and  longitude  123(0)48'W,  which  claims are more  particularly  described  in
Schedule "A" attached  hereto which forms a material part hereof  (collectively,
the "Claims");

B. The  Vendors  have  agreed to sell and the  Purchaser has agreed to  purchase
a  100%  right, interest  and  title in and  to  the  Claims upon  the terms and
conditions hereinafter set forth;

                  NOW THEREFORE THIS AGREEMENT  WITNESSETH that in consideration
of the mutual covenants and provisos herein contained,  THE PARTIES HERETO AGREE
AS FOLLOWS:

1.                VENDOR'S REPRESENTATIONS

1.1               The Vendors represent and warrant to the Purchaser that:

         (a)      The Vendors are the registered and beneficial  owners  of  the
                  Claims  and  collectively hold  the right to transfer title to
                  the Claims and to explore and develop the Claims;

         (b)      The  Vendors  hold the  Claims  free and  clear of all  liens,
                  charges and claims of others,  and the Vendors have a free and
                  unimpeded  right of access to the  Claims  and have use of the
                  Claims surface for the herein purposes;

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         (c)      The Claims have been duly and validly  located and recorded in
                  a good and miner-like  manner  pursuant to the laws of British
                  Columbia  and are in good  standing in British  Columbia as of
                  the date of this Agreement;

         (d)      There are no adverse  claims or  challenges  against or to the
                  Vendors' ownership of or title to any of the Claims nor to the
                  knowledge  of the  Vendors  is there any basis  therefor,  and
                  there are no  outstanding  agreements or options to acquire or
                  purchase the Claims or any portion thereof;

         (e)      The Vendors  have the full right,  authority  and  capacity to
                  enter into this Agreement  without first obtaining the consent
                  of any other person or body corporate and the  consummation of
                  the transaction herein  contemplated will not conflict with or
                  result in any breach of any covenants or agreements  contained
                  in, or constitute a default  under,  or result in the creation
                  of any  encumbrance  under the  provisions  of any  indenture,
                  agreement  or other  instrument  whatsoever  to  which  either
                  Vendor is a party or by which  they are bound or to which they
                  are subject; and

         (f)      No proceedings are pending for, and the Vendors are unaware of
                  any basis for, the institution of any proceedings  which could
                  lead to the placing of either Vendor in bankruptcy,  or in any
                  position similar to bankruptcy.

1.2               The  representations  and warranties of the Vendors set out in
                  paragraph  1.1  above  form a part of this  Agreement  and are
                  conditions  upon which the  Purchaser  has relied in  entering
                  into this  Agreement and shall survive the  acquisition of any
                  interest in the Claims by the Purchaser.

2.                THE PURCHASER'S REPRESENTATIONS

                  The Purchaser warrants and represents to the Vendor that it is
a body corporate,  duly incorporated  under the laws of the state of Nevada with
full power and absolute capacity to enter into this Agreement and that the terms
of this Agreement have been authorized by all necessary corporate acts and deeds
in order to give effect to the terms hereof.

3.                SALE OF CLAIMS

3.1 The  Vendor  hereby  sells,  grants  and  devises  to the  Purchaser  a 100%
undivided right, title and interest in and to the Claims in consideration of the
Purchaser  issuing a total of  500,000  shares  (the  "Shares")  of fully  paid,
non-assessable common stock to the Vendors as follows:

                           Carla Bird:      250,000 shares of common stock
                           Jesse M. Wall:   250,000 shares of common stock

3.2 The Vendors  acknowledge that the Shares are subject to resale  restrictions
in accordance with applicable securities laws.

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3.3 The  Company  covenants  to the  Vendors  that if it files a  prospectus  or
registration  statement in any  jurisdiction  pursuant to which shares of common
stock in the Company's capital will be registered for resale,  the Company shall
also register the Shares pursuant to such  prospectus or registration  statement
as well.

4.                CLOSING

                  The sale and  purchase of the  interest in the Claims shall be
closed at 11:00am on June 25,  2004 at the  offices  of the  Purchaser,  or such
other place and time acceptable to both parties. At closing:

         (a)      the  Vendors  shall  deliver to the  Purchaser  a bill of sale
                  absolute  with  respect to the transfer of  a 100% interest in
                  the Claims; and

         (b)      the  Purchaser  shall  concurrently  deliver  to  the  Vendors
                  certificates  representing  the  Shares  that  have  been duly
                  authorized for issuance.

5.                FORCE MAJEURE

                  If the  Purchaser  is  prevented  from or delayed in complying
with any  provisions of this  Agreement by reason of strikes,  labour  disputes,
lockouts,  labour  shortages,  power  shortages,   fires,  wars,  acts  of  God,
governmental  regulations  restricting  normal operations or any other reason or
reasons  beyond  the  control  of  the  Purchaser,  the  time  limited  for  the
performance  of the various  provisions of this Agreement as set out above shall
be extended by a period of time equal in length to the period of such prevention
and delay,  and the  Purchaser,  insofar as is  possible,  shall  promptly  give
written  notice  to  the  Vendor  of the  particulars  of the  reasons  for  any
prevention or delay under this section,  and shall take all reasonable  steps to
remove the cause of such  prevention  or delay and shall give written  notice to
the Vendor as soon as such cause ceases to exist.

6.                ENTIRE AGREEMENT

                  This  Agreement  constitutes  the  entire  agreement  to  date
between  the  parties   hereto  and   supersedes   every   previous   agreement,
communication,   expectation,  negotiation,   representation  or  understanding,
whether oral or written, express or implied, statutory or otherwise, between the
parties with respect to the subject matter of this Agreement.

7.                NOTICE

7.1 Any notice  required to be given under this Agreement  shall be deemed to be
well and  sufficiently  given if delivered to the other party at its  respective
address first noted above,  and any notice given as aforesaid shall be deemed to
have been given,  if  delivered,  when  delivered,  or if mailed,  on the fourth
business day after the date of mailing thereof.

7.2 Either  party may from time to time by notice in writing  change its address
for the purpose of this paragraph.

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8.                RELATIONSHIP OF PARTIES

                  Nothing  contained  in this  Agreement  shall,  except  to the
extent specifically authorized hereunder, be deemed to constitute either party a
partner, agent or legal representative of the other party.

9.                FURTHER ASSURANCES

                  The parties hereto agree to do or cause to be done all acts or
things necessary to implement and carry into effect the provisions and intent of
this Agreement.

10.               TIME OF ESSENCE

                  Time shall be of the essence of this Agreement.

11.               TITLES

                  The  titles to the  respective  sections  hereof  shall not be
deemed a part of this  Agreement  but shall be  regarded as having been used for
convenience only.

12.               CURRENCY

                  All funds referred to under the terms of this Agreement  shall
be funds designated in the lawful currency of the United States of America.

13.               NONSEVERABILITY

                  This  Agreement  shall be considered and construed as a single
instrument  and the failure to perform any of the terms and  conditions  in this
Agreement  shall  constitute a violation or breach of the entire  instrument  or
Agreement and shall constitute the basis for cancellation or termination.

14.               APPLICABLE LAW

                  The situs of the Agreement is Vancouver, British Columbia, and
for all purposes this  Agreement  will be governed  exclusively by and construed
and enforced in accordance  with the laws  prevailing in the Province of British
Columbia.

15.               ENUREMENT

                  This  Agreement  shall  enure to the benefit of and be binding
upon the Parties hereto and their respective successors and assigns.

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

/s/ Carla Bird
---------------                                         AAA MINERALS INC.
Carla Bird
                                                        PER:  /s/ Earl Abbott
/s/ Jesse Wall                                          ---------------------
---------------                                         Authorized Signatory
Jesse M. Wall



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                                 SCHEDULE "A"


The Claims  referred to in this Agreement  consist of five 20 unit mineral claim
blocks totalling 100 units or 2,500 hectares.  The Claims measure  approximately
four kilometres east-west and 2.5 kilometers north-south. The claims are located
in the  Lillooet  Mining  Division  on map sheet NTS  M092J/12W.  The  pertinent
property information is as follows:

Claim Name       Tenure No.       No. of Units            Anniversary Date
----------       ----------       ------------            ----------------

BA1               406694             20                   November 2004
BA2               406695             20                   November 2004
BA3               406696             20                   November 2004
BA4               406697             20                   November 2004
BA5               406698             20                   November 2004