PURCHASE
AGREEMENT

    


    This
Purchase Agreement (the "Agreement" ") is made this 13th day of March, 2009
between
Gold Crest Mines, Inc. ("Seller") and Frank Duval as an individual or agent for
and on behalf of a company to be formed for the purpose of acquiring the mining
claims the subject of this Agreement ("Purchaser").

    


    WITNESSETH

    


    WHEREAS, Purchaser desires to purchase
and Seller desires to sell all of Seller's rights, title and interest in and to
approximately 46 unpatented federal mill site claims and 185 unpatented federal
lode claims in the Stibnite District of Idaho (the "Claims").

    


    NOW THEREFORE, the parties hereto for
the covenants, representations and undertakings herein set forth below agree as
follows:

    


    1.  Purchaser shall pay
Seller a sum of $50,000 for all of its rights, title and interest in and to the
Claims as follows:

    


    (a).  $25,000 within 10 days
of  execution of this Agreement, and

    


    (b)  $25,000 October 1,
2009.

    


    2.  Seller shall, upon
receipt of payment of $50,000 made by Purchaser, execute a quitclaim deed
conveying all of its rights, title and interests in and to the
Claims.  All fees and expenses related to the conveyance of the
properties will be paid by Purchaser.

    


    3.  Purchaser shall timely
pay the BLM fees required to maintain the claims in good standing for the 2009
assessment year unless Purchaser shall notify Seller in writing, no later than
August 1, 2009, of his intent not to proceed with the purchase of the Claims. If
Purchaser shall give notice of intent not to proceed with the purchase of the
Claims as provided in this paragraph, then the $25,000 initial payment shall be
forfeited.

    


    4.  This Agreement shall be
binding upon and inure to the benefit of the respective parties and their
successors or assigns.

    


    The
parties hereto have executed this Agreement effective as of the date written
above.

    


    
      
        
          
            
              
                
                  	
                          PURCHASER

                        	 	
                          SELLER

                        
	 
      	 	 
      
	 
      	 	 
      
	      
                          /s/
      Frank Duval  

                        	 	
                          /s/
      Matt J. Colbert

                        
	
                          Frank
      Duval

                        	 	
                          Matt
      J. Colbert

                        
	
                           

                        	 	
                          Gold
      Crest Mines, Inc.

                        
	 
      	 	
                          By:
      Its Chief Financial
Officer

                        


                

              

            

          

        

      

    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    ASSIGNMENT
OF

    Option
and Real Property Sales Agreement and

    Option
and Royalty Sales Agreement

    


    This Assignment of that Option and Real
Property Sales Agreement dated January 24, 2008 between JJO,LLC, ("JJO") (an
Idaho limited liability company and personal representative of the Estate of
J.J. Oberbillig), and Gold Crest Mines, Inc. ("Gold Crest") and that Option and
Royalty Sales Agreement dated January 24, 2008 between the Estate of J.J.
Oberbillig and Gold Crest (collectively the "Oberbillig Agreements") is made
this 13th day of March, 2009 between Frank Duval; as an individual or agent for
and on behalf of a company to be formed for the purpose of acquiring the
Oberbillig Agreements the subject of this Assignment, and Gold
Crest.

    


    For
$10.00 and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto covenant and agree as follows:

    


    Gold
Crest hereby assigns all of its rights, title and interests in and to the
Oberbillig Agreements and the mining and millsite claims and royalty interests,
the subject of the Agreements, to Frank Duval.

    


    This
Assignment shall be binding upon and inure to the benefit of the respective
parties and their successors or assigns.

    


    The
parties hereto have executed this Assignment effective as of the date written
above.

    


    
      
        	
                GOLD
      CREST MINES, INC.

              	 
      	
                FRANK
      DUVAL

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                /s/ Matt J. Colbert

              	 
      	
                /s/ Frank Duval

              
	
                Matt
      Colbert

              	 
      	
                Frank
      Duval

              
	
                By:
      Its Chief Financial Officer

              	 
      	 
      


      

    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ASSIGNMENT
OF

    


    Mining
Lease and Option to Purchase Agreement

    


    This Assignment of that Mining Lease
and Option to Purchase Agreement between Bradley Mining Co. ("Bradley") and Gold
Crest Mines, Inc. (Gold Crest") dated March 31, 2008 (the "Mining Lease and
Option") is made this 13th day of March, 2009 between Frank Duval; as an
individual or agent for and on behalf of a company to be formed for the purpose
of acquiring the lease and option the subject of this Agreement (Assignee") and
Gold Crest Mines, Inc. ("Assignor").

    


    For
$10.00 and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree to the following:

    


    Assignor
hereby, subject to receipt of Bradley's written consent to such, assigns the
Mining Lease and Option and all of its rights, interests, conditions and terms
thereunder to Frank Duval. At such time as Gold Crest shall be notified in
writing of Bradley's consent to the assignment Gold Crest shall deliver to
Assignee all of the documents that it has in its possession relating to the
properties the subject of the  Mining Lease and Option.

    


    This
Assignment shall be binding upon and inure to the benefit of the respective
parties and their successors or assigns.

    


    The
parties hereto have executed this Assignment effective as of the date written
above.

    


    
      
        	
                ASSIGNOR

              	 
      	
                ASSIGNEE

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                /s/ Matt J. Colbert

              	 
      	
                /s/ Frank Duval

              
	
                Matt
      Colbert

              	 
      	
                Frank
      Duval

              
	
                Gold
      Crest Mines, Inc.

              	 
      	 
      
	
                By:
      It’s Chief Financial Officer