Exhibit 10.1

                                OPTION AGREEMENT

THIS  AGREEMENT  made as of the 3rd day of  January,  2011 at  Kelowna,  British
Columbia

BETWEEN:

             Candorado Operating Company Ltd.

             Suite 262, 2300 Carrington
             Westbank BC Canada V1Y 6N7
             (collectively referred to as the "Optionor")

                                                               OF THE FIRST PART

AND:

             Pepper Rock Resources Corp.

             8200 Wilshire Blvd. Suite 200 Beverly Hills, CA 90211
             (the "Optionee")

                                                              OF THE SECOND PART

WHEREAS:

A.   The  Optionor  is the owner of British  Columbia  Mineral  Claims  known as
     Man/Prime, (the Property), located in British Columbia, Canada; ATTACHED AS
     SCHEDULE A.

B.   The  Optionor  has agreed to grant an  exclusive  option to the Optionee to
     acquire a 70% interest in and to the Property, subject only to the Royalty,
     on the terms and conditions hereinafter set forth;

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

DEFINITIONS

1. For the purposes of this  Agreement,  the  following  words and phrases shall
have the following meanings, namely:

"Commencement of Commercial Production" means:

if a mill is located on the Property, the last day of a period of 40 consecutive
days in  which,  for not less  than 30 days,  the  mill  processed  ore from the
Property at 60% of its rated concentrating capacity; or

if a mill is not  located  on the  Property,  the  last  day of a  period  of 30
consecutive  days during  which ore or other  products has been shipped from the
Property on a reasonably regular basis for the purpose of earning revenues,  but
any period of time during which ore,  concentrate  or other  products is shipped
from the Property for testing purposes,  or during which milling  operations are
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undertaken as initial  tune-up,  shall not be taken into account in  determining
the date of Commencement of Commercial Production;

"Exchange" means the Toronto Stock Exchange,  The TSX Venture Stock Exchange and
such other stock exchanges on which the Optionee's shares may be listed;

"Exchange  Acceptance  Date"  means  the date  that the  Exchange  notifies  the
Optionee of the regulatory  acceptance of this agreement pursuant to regulations
of the of the Exchange.

"Exploration Expenditures" means the sum of:

     i.   all costs of  maintenance  of the Property,  all  expenditures  on the
          exploration and  development of the Property,  and all other costs and
          expenses of  whatsoever  kind or nature  incurred or chargeable by the
          Optionee  with  respect  to the  exploration  and  development  of the
          Property and the placing of the Property into  commercial  production;
          and

     ii.  as compensation for general  overhead  expenses which the Optionee may
          incur, an amount equal to 10% of all amounts  included in subparagraph
          (i) in each year but only 5% of such amounts when paid by the Optionee
          under any contract  involving  payments by it in excess of $500,000 in
          one year;

"Net Smelter Returns" has the meaning set out in Schedule "B" hereto;

"Option"  means the option to acquire a 70%  interest in and to the Property and
the Property Rights as provided in this Agreement;

"Option  Period"  means  the  period  from  the  date of this  Agreement  to and
including the date of exercise or termination of the Option;

"Property" means the mineral applications, mineral exploration licenses, permits
and claims as described in Schedule "A" hereto,  including  any  replacement  or
successor  applications,  mineral exploration licenses,  permits, claims and all
mining leases and other mining interests derived from any of the foregoing.  Any
reference herein to any mineral application, mineral exploration license, permit
and claim comprising the Property includes any mineral leases or other interests
into which such mineral application,  mineral exploration license, permit, claim
may have been converted;

"Property  Rights"  means  all  applications,   licenses,   permits,  easements,
rights-of-way,  certificates  and  other  approvals  obtained  by  either of the
parties  either before or after the date of this Agreement and necessary for the
exploration  of the  Property,  or for the purpose of placing the Property  into
production or continuing production therefrom;

"Royalty"  means the amount of royalty from time to time payable to the Optionor
hereunder, being 2% of Net Smelter Returns.

"Shares"  means common shares in the capital of the Optionee to be issued to the
Optionor  pursuant to the  exercise of the Option.  For the Shares to be used as
payment under this  agreement,  the Shares shall be listed for trading on either
the Toronto Stock Exchange,  The TSX Venture Exchange or Frankfurt Exchange, The
AIM exchange or the AMEX, New York or Nasdaq Exchanges.
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                                       3


REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONOR

2. The Optionor represents and warrants to and covenants with the Optionee, with
the  knowledge  that  the  Optionee  relies  upon  same in  entering  into  this
Agreement, that:

     a)   The Optionor is legally entitled to hold the Property and the Property
          Rights and will remain so entitled  until the interest of the Optionor
          in  the  Property  which  is  subject  to the  Option  has  been  duly
          transferred to the Optionee as contemplated hereby;

     b)   The Optionor  is, and at the time of each  transfer to the Optionee of
          an interest in the mineral claims  comprising the Property pursuant to
          the  exercise of the Option it will be, the  recorded  holder and sole
          beneficial  owner of all of the Property and the Property  Rights free
          and  clear  of all  liens,  charges,  claims  of  others  and  adverse
          interests  of any nature or kind,  and no taxes or rentals are or will
          be due in respect of any of the Property or the Property Rights;

     c)   the  mineral  applications,  mineral  exploration  licenses,  permits,
          claims  comprising the Property and the Property  Rights have been, to
          the best of the  Optionors  knowledge  and  belief,  duly and  validly
          located and recorded pursuant to the laws of the jurisdiction in which
          the Property is situate and are in good  standing  with respect to all
          filings,   fees,  taxes,   assessments,   work  commitments  or  other
          conditions  on the date  hereof and until the dates set  opposite  the
          respective names thereof in Schedule "A" hereto;

     d)   there are not any  adverse  claims  or  challenges  against  or to the
          ownership of or title to any of the  Property or the  Property  Rights
          other than as a possible Treaty Land Entitlement  Selection Site which
          has been  disclosed  to the  Optionee  and the  Optionee  acknowledges
          knowledge  thereof,  nor to the knowledge of the Optionor is there any
          basis therefore, and there are no outstanding agreements or options or
          other  rights to acquire or  purchase  the  Property  or the  Property
          Rights or any portion thereof,  and no person other than the Optionor,
          pursuant to the provisions  hereof,  has any royalty or other interest
          whatsoever  in  production  from any of the  Property or the  Property
          Rights;

     e)   it has duly obtained all third party consents and  authorizations  for
          the  execution  of this  Agreement  and for  the  performance  of this
          Agreement  by it,  and the  consummation  of the  transactions  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 the
          Optionor  is a party  or by  which  it is  bound or to which it or the
          Property may be subject;

     f)   no  proceedings  are pending  for,  and the Optionee is unaware of any
          basis for, the institution of any proceedings  leading to, the placing
          of the Optionor in bankruptcy  or subject to any other laws  governing
          the affairs of insolvent persons; and

     g)   the  Property  is not the  whole  or  substantially  the  whole of the
          undertaking of the Optionor;
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     h)   The  representations  and  warranties  contained  in this  section are
          provided for the exclusive  benefit of the  Optionee,  and a breach of
          any one or more  thereof may be waived by the  Optionee in whole or in
          part at any time  without  prejudice  to its  rights in respect of any
          other breach of the same or any other representation or warranty,  and
          the  representations  and  warranties  contained in this section shall
          survive  the  execution  of  this  Agreement  and  of  any  transfers,
          assignments, deeds or further documents respecting the Property.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE

3. The Optionee represents and warrants to and covenants with the Optionor, with
the  knowledge  that  the  Optionor  relies  upon  same in  entering  into  this
Agreement, that:

     a)   it has been duly  incorporated,  amalgamated  or continued and validly
          exists as a corporation in good standing with respect to the filing of
          annual reports under the laws of its  jurisdiction  of  incorporation,
          amalgamation or continuation;

     b)   it is  lawfully  authorized  to  hold  mineral  applications,  mineral
          exploration licenses, permits, claims and real property under the laws
          of the jurisdiction in which the Property is situate;

     c)   it has duly obtained all corporate authorizations for the execution of
          this  Agreement and for the  performance  of this Agreement by it, and
          the  consummation of the  transactions  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 the  Articles  or the
          constating   documents  of  the  Optionee  or  any   shareholders'  or
          directors'  resolution,   indenture,  agreement  or  other  instrument
          whatsoever to which the Optionee is a party or by which it is bound or
          to which it or the Property may be subject;

     d)   no  proceedings  are pending  for,  and the Optionee is unaware of any
          basis  for,  the  institution  of  any  proceedings  leading  to,  the
          dissolution  or  winding  up of the  Optionee  or the  placing  of the
          Optionee  in  bankruptcy  or subject to any other laws  governing  the
          affairs of insolvent corporations;

The  representations  and warranties  contained in this section are provided for
the  exclusive  benefit of the  Optionor and a breach of any one or more thereof
may be waived by the Optionor in whole or in part at any time without  prejudice
to its  rights  in  respect  of  any  other  breach  of the  same  or any  other
representation or warranty,  and the representations and warranties contained in
this section shall survive the execution hereof.

GRANT AND EXERCISE OF OPTION

4. The Optionor  hereby grants to the Optionee the sole and exclusive  right and
option to acquire a 70% interest in and to the  Property,  free and clear of all
charges,  encumbrances,  claims  and  adverse  interests  of any nature or kind,
except for the Royalty. The Option may be exercised by:

     (a)  Share Issuances

          (i)  1,000,000 shares issued on approval from the TSX Venture Exchange
               ("Exchange");
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                                       5


          (ii) 250,000 shares issued within 12 months of the Exchange Acceptance
               of this Agreement;

          (iii)250,000   shares   issued  within  24  months  of  the  Exchanged
               Acceptance of this Agreement;

     (b)  Work commitments

          The Optionee  incurring  Exploration  Expenditures  on the Property as
          follows:

          i.   Total  expenditures  of $500,000 within 12 months of the Exchange
               Acceptance of this Agreement;

          ii.  Total  expenditures  of  $750,000  within the period of 24 months
               after the Exchange Acceptance of this Agreement;

          iii. Total expenditures of $1.5 Million within the period of 36 months
               after Exchange Acceptance of this agreement.

               The  Optionee may elect to  accelerate  the  expenditures  on the
               Property  at  their  discretion.  The  Optionee  agrees  that the
               Optionors 30% interest shall be "carried thru" to the feasibility
               stage  and that the  Optionor  is not  required  to  provide  any
               additional  funding to advance this  property to the  feasibility
               stage.  The Optionee  shall retain the right of first  refusal to
               acquire the  Optionor's  30%  interest at any time up to the five
               year anniversary of the Exchange Acceptance of this Agreement. In
               the event that the Optionor  receives an offer from a third party
               to purchase the Optionors 30% interest,  the Optionor  shall give
               written  notice to the  Optionee  of the receipt of the offer and
               the Optionee shall have thirty business days to either match such
               an offer or allow  the  Optionor  to vend the 30%  interest  to a
               third  party.  If the  Optionor  fails to acquire  the 30% by the
               fourth anniversary of the Exchange  Acceptance of this Agreement,
               the  Optionor  shall  be  free to vend  the 30%  interest  to any
               interested third parties.

Upon completion of the payments and deliveries in section 4, the Option shall be
deemed  exercised  without  further  notice  or  act by the  Optionee,  and  70%
undivided  right,  title and interest in and to the  Property  shall vest in the
Optionee, free and clear of all liens, charges, encumbrances, claims and adverse
interests  of any nature or kind,  except  for the  obligation  of the  Optionee
hereunder to pay the Royalty to the Optionor.  The Optionee  shall  register and
transfer title at the Optionee's expense.

TRANSFER OF PROPERTY

5.  Concurrently  with the full exercise of this  Agreement,  the Optionor shall
deliver to the Optionee  duly  executed  transfers in  registerable  form of the
appropriate  interest in the  Property  which shall be acquired by the  Optionee
upon exercise of the Option.

The Optionee shall be entitled to record such transfers at its own cost with the
appropriate  government  office to effect legal transfer of such interest in the
Property into the name of the Optionee.
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                                       6


RIGHT OF ENTRY

6. Throughout the Option Period,  the directors and officers of the Optionee and
its  servants,  agents  and  independent  contractors,  shall  have the sole and
exclusive  right in  respect  of the  Property  to:

     a)   enter thereon;

     b)   have exclusive and quiet possession thereof;

     c)   do such  prospecting,  exploration,  development and other mining work
          thereon and  thereunder  as the  Optionee in its sole  discretion  may
          determine advisable;

     d)   bring  upon  and  erect  upon  the  Property  such  buildings,  plant,
          machinery and equipment as the Optionee may deem advisable; and

     e)   remove  there  from and  dispose  of  reasonable  quantities  of ores,
          minerals  and metals for the  purposes of  obtaining  assays or making
          other tests.

OBLIGATIONS OF THE OPTIONEE DURING OPTION PERIOD

7. During the Option Period the Optionee shall:

     a)   maintain  in  good  standing  those  mineral   applications,   mineral
          exploration  licenses,  permits and claims  comprising the Property by
          the doing and filing of  assessment  work, by the payment of taxes and
          rentals,  and  the  performance  of all  other  actions  which  may be
          necessary   in  that  regard  and  in  order  to  keep  such   mineral
          applications,  mineral exploration  licenses,  permits and claims free
          and clear of all liens and other charges  arising from the  Optionee's
          activities thereon except those at the time contested in good faith by
          the Optionee;  The Optionee  agrees that the  Optionor's  30% interest
          shall be carried thru to the  feasibility  stage and that the Optionee
          will expend 100% of the costs  required to maintain the claims in good
          standing;

     b)   duly record all  exploration  work  carried out on the Property by the
          Optionee as assessment work;

     c)   permit  the  Optionor,  or their  representative  duly  authorized  in
          writing,  at their  own risk and  expense,  to visit and  inspect  the
          Property at all  reasonable  times and  intervals,  and to inspect the
          data obtained by the Optionee as a result of its  operations  thereon,
          provided  always that the  Optionor  and their  representatives  shall
          abide by the rules and regulations laid down by the Optionee  relating
          to  matters  of  safety  and   efficiency  in  its   operations   and,
          notwithstanding,  the  Optionee  shall be under  no  liability  to the
          Optionor or their  representatives for any personal injury,  including
          death,  or any  damage  to  property  other  than  such  as  might  be
          occasioned  by or  through  any  gross  negligence  on the part of the
          Optionee, its servants or agents;

     d)   do all work on the Property in a good and  workmanlike  fashion and in
          accordance  with  all  applicable   laws,   regulations,   orders  and
          ordinances of any governmental authority;
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                                       7


     e)   indemnify  and save the  Optionor  harmless  in respect of any and all
          costs, claims,  liabilities and expenses arising out of the Optionee's
          activities on the Property; but the Optionee shall incur no obligation
          hereunder in respect of claims arising or damages  suffered before and
          after  termination of the Option if upon Termination of the Option any
          workings on or  improvements  to the property made by the Optionee are
          left in a safe condition and in full compliance  with  requirements of
          all environmental laws and regulations;

     f)   permit the Optionor,  at their own expense,  reasonable  access to the
          results of the work done on the  Property  during  the last  completed
          calendar year; and

     g)   deliver to the Optionor, forthwith upon receipt thereof, copies of all
          reports,  maps,  assay results and other technical data compiled by or
          prepared  at  the  direction  of  the  Optionee  with  respect  to the
          Property.

     The Optionor  acknowledges and agrees that all information  provided by the
     Optionee to it shall be treated on a  confidential  basis  unless and until
     such  information is publicly  disclosed by the Optionee.  Without limiting
     the foregoing,  the Optionor  shall not directly or indirectly  disclose to
     any other  person,  shall take all  necessary  steps to prevent  accidental
     disclosure  of,  and  shall  not  make  use for his own  purpose,  any such
     non-publically disclosed information.  The Optionor acknowledges and agrees
     that it is solely responsible for compliance with applicable securities and
     other laws  relating  to such  information,  including  but not  limited to
     provisions regarding insider trading and tipping.

TERMINATION OF OPTION

8. Prior to the exercise of the Option and upon the  occurrence of the following
events,  the Optionor may  terminate the Option by the Optionor  giving  written
notice of such termination to the Optionee:

     a)   upon the  Optionee  failing  to incur or make when due any  payment or
          issuance  of Shares  which must be made or issued in  exercise  of the
          Option;

     b)   upon the Optionee  being in default of this  Agreement as provided for
          in section 12 and failing to remedy the  default  all as provided  for
          therein,  always provided that if the Optionee shall make such payment
          or issuance,  or cure or commence  proceedings  to cure such  default,
          prior to the Optionor giving written notice of termination  hereunder,
          such event shall no longer  constitute  grounds for the termination of
          the Option.

The  Optionee  may  terminate  this  Agreement at any other time by the Optionee
giving written notice of such termination to the Optionor.

If the  Option is  terminated  otherwise  than upon the  exercise  thereof,  the
Optionee shall:

     c)   leave  in good  standing  for a period  of at least 6 months  from the
          termination of the Option Period those mineral  applications,  mineral
          exploration licenses, permits and claims comprising the Property;

     d)   deliver or make available at no cost to the Optionor within 30 days of
          such termination,  all drill core, copies of all reports,  maps, assay
          results and other relevant technical data compiled by, prepared at the
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                                       8


          direction of, or in the possession of the Optionee with respect to the
          Property and not theretofore furnished to the Optionor;

     e)   reclaim  the  Property  in  accordance  with the  requirements  of all
          applicable environmental laws and regulations,  but only to the extent
          that such  requirements  result from the Optionee's  activities on the
          Property hereunder;

If the  Option is  terminated  otherwise  than upon the  exercise  thereof,  the
Optionee shall have the right,  within a period of 180 days following the end of
the Option Period, to remove from the Property all buildings,  plant, equipment,
machinery,  tools,  appliances  and  supplies  which have been  brought upon the
Property  by or on behalf of the  Optionee,  and any such  property  not removed
within such 180 day period shall thereafter become the property of the Optionor.

ROYALTY

9. Upon the Commencement of Commercial Production, the Optionee shall pay to the
Optionor  the  Royalty,  being  2% of  Net  Smelter  Returns  on the  terms  and
conditions  as  set  out in  this  paragraph  and in  Schedule  "B"  hereto,  in
accordance  with  section  7. b and c. The  Optionee  has the  right to  acquire
one-half of the Royalty (i.e.  equal to 1% of Net Smelter Returns) by paying the
Optionor $1,000,000.00 in Canadian currency.

Installments of the Royalty payable shall be paid by the Optionee to the Royalty
Holders  immediately  upon the receipt by the  Optionee of the payment  from the
smelter,  refinery or other place of  treatment  of the  proceeds of sale of the
minerals, ore, concentrates or any other product from the Property.

Within 120 days after the end of each fiscal year,  commencing  with the year in
which Commencement of Commercial Production occurs, the accounts of the Optionee
relating to operations on the Property and the  statement of  operations,  which
shall  include  the  statement  of  calculation  of  Royalty  for the year  last
completed,  shall be audited by the auditors of the Optionee at its expense. The
Royalty  Holders shall have 45 days after receipt of such statements to question
the accuracy  thereof in writing and,  failing such  objection,  the  statements
shall be deemed to be correct and unimpeachable thereafter.

If such audited financial  statements disclose any overpayment of Royalty by the
Optionee during the fiscal year, the amount of the overpayment shall be deducted
from future installments of Royalty payable.

If such audited financial statements disclose any underpayment of Royalty by the
Optionee  during  the year,  the  amount  thereof  shall be paid to the  Royalty
Holders equally forthwith after determination thereof.

The  Optionee  agrees to maintain  for each mining  operation  on the  Property,
up-to-date and complete records relating to the production and sale of minerals,
ore, bullion and other product from the Property,  including accounts,  records,
statements and returns  relating to treatment and smelting  arrangements of such
product,  and the Royalty  Holders or their  agents  shall have the right at all
reasonable  times,  including for a period of 12 months following the expiration
or  termination  of this  Agreement,  to inspect such  records,  statements  and
returns  and make  copies  thereof  at their  own  expense  for the  purpose  of
verifying  the  amount of Royalty  payments  to be made by the  Optionee  to the
Royalty  Holders  pursuant  hereto.  The Royalty Holders shall have the right to
have such  accounts  audited by  independent  auditors at their own expense once
each fiscal year.
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                                       9


SURRENDER OF PROPERTY INTERESTS PRIOR TO TERMINATION OF AGREEMENT

10. The Optionee  may at any time during the Option  Period elect to abandon any
one or more of the mineral applications,  mineral exploration licenses,  permits
or claims  comprised  in the  Property by giving  notice to the Optionor of such
intention. Any applications, mineral exploration licenses, permits and claims so
abandoned shall be in good standing under the laws of the  jurisdiction in which
they are situate for at least 6 months  from the date of  abandonment.  Upon any
such  abandonment,  the  mineral  applications,  mineral  exploration  licenses,
permits and claims so abandoned  shall for all purposes of this Agreement  cease
to form  part of the  Property  and,  if  title  to such  applications,  mineral
exploration  licenses,  permits or claims has been  transferred to the Optionee,
the  Optionee  shall  retransfer  such title to the  Optionor at the  Optionee's
expense.

FORCE MAJEURE

11. If the Optionee is at any time either during the Option Period or thereafter
prevented  or delayed in  complying  with any  provisions  of this  Agreement by
reason of strikes, lock-outs, labour shortages, power shortages, fuel shortages,
fires,  wars,  acts  of  God,   governmental   regulations   restricting  normal
operations,  shipping delays or any other reason or reasons,  other than lack of
funds, beyond the control of the Optionee,  the time limited for the performance
by the Optionee of its  obligations  hereunder  shall be extended by a period of
time equal in length to the period of each such prevention or delay, but nothing
herein shall discharge the Optionee from its  obligations  hereunder to maintain
the Property in good standing;

The  Optionee  shall give prompt  notice to the  Optionor of each event of force
majeure and upon  cessation  of such event shall  furnish to the  Optionor  with
notice to that effect  together with  particulars of the number of days by which
the  obligations of the Optionee  hereunder have been extended by virtue of such
event of force majeure and all preceding events of force majeure.

After the Commencement of Commercial  Production,  the Optionee shall work, mine
and operate the  Property  during such time or times as the Optionee in its sole
judgment considers such operations to be profitable. The Optionee may suspend or
curtail operations, both before and after Commencement of Commercial Production,
during periods when the products  derived from the Property cannot be profitably
sold at  prevailing  prices  or if an  unreasonable  inventory  thereof,  in the
Optionee's sole judgment, has accumulated or would otherwise accumulate.

GOVERNING LAW AND ARBITRATION

11. This Agreement  shall be governed by and  interpreted in accordance with the
laws of the  Province of British  Columbia  and the parties  hereby  irrevocably
attorn to the jurisdiction of the courts of such Province.

All disputes arising out of or in connection with this Agreement,  or in respect
of any defined  legal  relationship  associated  therewith or derived  therefrom
shall be referred to and finally resolved by arbitration  under the rules of the
British Columbia International Commercial Arbitration Centre.
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                                       10


The appointing authority shall be the British Columbia International  Commercial
Arbitration  Centre and the case shall be administered  by the British  Columbia
International Commercial Arbitration Centre I accordance with its "Procedure for
Cases under the BCICAC Rules" at Vancouver, British Columbia.

DEFAULT

12. For  purposes of section  11, the  Optionee  shall be in default  under this
Agreement if, at any time during the Option  Period,  the Optionee is in default
of any material  provision in this Agreement and the following  procedure  shall
have been  followed  (other than the a default  with respect to paragraph 4, for
which no notice of default and cure period need be given):

     a)   the  Optionor  shall  have  first  given to the  Optionee  a notice of
          default  containing  particulars of the obligation  which the Optionee
          has not performed,  or the  representation and warranty which has been
          breached; and

     b)   the Optionee has not, within 45 days following delivery of such notice
          of default,  cured such default or commenced  proceedings to cure such
          default by appropriate  payment or  performance,  the Optionee  hereby
          agreeing  that  should  it so  commence  to cure any  default  it will
          prosecute the same to completion without undue delay.

TERMINATION OF MINING OPERATIONS

13. The Optionee may permanently  discontinue  mining operations on the Property
at any time after the Commencement of Commercial  Production when in its opinion
no further mining  operations can be economically  carried out thereon.  At such
time,  the Optionee  shall dispose of all mining plant and equipment used on the
Property,  effect all reclamation work as required by law, and otherwise dispose
of the  Property  as it thinks fit.  Any bona fide  purchaser  of the  Property,
dealing at arm's length,  after termination of mining operations on the Property
shall take the Property free and clear of all claims by the  Optionor,  save and
except that the Property  shall continue to be subject to payment of all Royalty
pursuant  to  paragraph  12 of this  Agreement.  The  accounts  of the  Optionee
relating  to its  mining  operation  on the  Property  shall be  audited  by the
auditors of the Optionee as soon as practicable after the sale or disposition of
all mining plant and equipment from the Property and completion of  reclamation.
Final  settlement  of any  Royalty  payable to the  Optionor  shall be  effected
without delay after receipt of the final  audited  statements.  After receipt of
such final audited statements and payment of Royalty, if any, this Agreement and
the  mutual  obligations  of the  Optionee  and  the  Optionor  hereunder  shall
terminate and the  obligation to pay the Royalty to the Optionor,  in accordance
with this Agreement, shall transfer to the purchaser of the Property.

NOTICES

14. Each notice, demand or other communication required or permitted to be given
under this  Agreement  shall be in writing and shall be delivered or faxed (with
electronic  confirmed  receipt)  to such  party at the  address  for such  party
specified  above.  The  date  of  receipt  of  such  notice,   demand  or  other
communication  shall  be the  date of  delivery  or  facsimile  transmission  if
delivered or faxed during normal  business hours on a regular  business day, and
the next business day if delivered or faxed after normal  business hours or on a
day other than a regular  business  day.  Either  party may at any time and from
<PAGE>
                                       11


time to time  notify the other  party in writing of a change of address  and the
new  address  to which  notice  shall be given to it  thereafter  until  further
change.

GENERAL

15.  This  Agreement   shall  supersede  and  replace  any  other  agreement  or
arrangement, whether oral or written, heretofore existing between the parties in
respect of the subject matter of this Agreement.

No consent  or waiver  expressed  or  implied by either  party in respect of any
breach  or  default  by the  other  in the  performance  by  such  other  of its
obligations  hereunder  shall be deemed  or  construed  to be a consent  to or a
waiver of any other breach or default.

The parties shall promptly execute or cause to be executed all documents, deeds,
conveyances and other  instruments of further  assurance and do such further and
other acts which may be reasonably necessary or advisable to carry out fully the
intent  of this  Agreement  or to record  wherever  appropriate  the  respective
interest from time to time of the parties in the Property.

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

This Agreement shall be governed by and construed in accordance with the laws of
British Columbia and shall be subject to the approval of the Exchange.

Time shall be of the essence in this Agreement.

Wherever the neuter and singular is used in this Agreement it shall be deemed to
include the plural, masculine and feminine, as the case may be.

Any  reference  in this  Agreement  to  currency  shall be deemed to be Canadian
currency.

AREA OF MUTUAL INTEREST

16. The parties  hereby agree that each and every mineral  application,  mineral
exploration license, permit and claim (including internal fractions) or interest
therein which they may stake or otherwise  acquire  mineral rights to during the
currency of this Agreement, located wholly or partly within an area 5 miles from
the outermost  boundary of the Property as of the date of this Agreement,  shall
at the option of the other party form a part of the Property.  Such party shall,
upon  acquisition  of any such  additional  claims or interests,  forthwith give
notice to the other  party of same and  thereafter  the other  party  shall have
thirty  days from the date on which the notice of  acquisition  is given  within
which to give notice of its desire to have such  additional  claims or interests
form part of the Property and be subject to this  Agreement.  The Optionee shall
be responsible to pay any costs of acquiring the additional claims or interests.
All title to such  additional  claims or interests  shall be held subject to the
terms of this  Agreement.  This paragraph shall cease to operate if and when the
Optionee loses its right to exercise the Option in full.
<PAGE>
                                       12


IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.


Candorado Operating Company                       Pepper Rock Resources Corp.

Per: /s/ Kirk R. Reed                             Per: /s/ Phil Kueber
    -----------------------                           -----------------------
     Authorized Signatory                              President/Director

Print Name                                        Per:

Kirk R. Reed                                          Phil Kueber
---------------------------                           -----------------------

Title/Position:

Director/CEO
---------------------------

<PAGE>
                                   SCHEDULE A

            Tenure Number         Area (ha)        Good to Date
            -------------         ---------        ------------

               512584             1022.76           2020.07.24
               552632              521.56           2020.02.24
               612403              522.04           2014.07.27
               612404              522.09           2014.07.27

<PAGE>
                                  SCHEDULE "B"

                               NET SMELTER RETURNS

1.   For the purposes of this  Agreement,  the term "Net Smelter  Returns" shall
     mean the net proceeds  actually  paid to the Optionee  from the sale by the
     Optionee of minerals or other products mined and removed from the Property,
     after deduction of the following:

smelting costs, treatment charges and penalties including, but not being limited
to, metal losses, penalties for impurities and charges for refining, selling and
handling by the smelter, refinery or other purchaser;  provided, however, in the
case  of  leaching   operations  or  other  solution  mining  or   beneficiation
techniques,  where the metal being treated is precipitated or otherwise directly
derived from such leach solution,  all processing and recovery costs incurred by
the Optionee,  beyond the point at which the metal being treated is in solution,
shall be considered as treatment charges;

costs of handling,  transporting and insuring ores, minerals and other materials
or concentrates from the Property or from a concentrator, whether situated on or
off the Property, to a smelter, refinery or other place of treatment;

actual sales and brokerage costs, if any, and

ad valorem taxes and taxes based upon production, but not income taxes.

2.   In the  event the  Optionee  commingles  minerals  from the  Property  with
     minerals from other properties, the Optionee shall establish procedures, in
     accordance with sound mining and metallurgical techniques,  for determining
     the  proportional  amount of the total  recoverable  metal  content  in the
     commingled  minerals  attributable to the input from each of the properties
     by  calculating  the same on a  metallurgical  basis,  in  accordance  with
     sampling  schedules and mining  efficiency  experience,  so that production
     royalties  applicable to minerals produced from the Property may reasonably
     be determined.