OPTION TO PURCHASE AGREEMENT


THIS AGREEMENT made as of the 27th day of August, 2004.


BETWEEN:


PUNEET SHARAN, businessman, 1450 Sasamat Street, Vancouver, British Columbia,
Canada V6R 4G4

(hereinafter referred to as the "Vendor")


                                                       PARTIES OF THE FIRST PART


AND:


BOULDER CREEK EXPLORATIONS, INC., a company duly incorporated under the laws of
the State of Nevada, having an office at 1450 Sasamat Street, Vancouver, British
Columbia, Canada V6R 4G4


(hereinafter referred to as "BCEI")


                                                              OF THE SECOND PART


WHEREAS:

A.   Vendor is the sole beneficial owner of 100% of the mineral claims Pun and
     Tim, both located within the Lillooet Mining Division of the Ministry of
     Sustainable Resource Management which are both situated in the British
     Columbia Canada as described in Schedule "A" attached hereto and forming
     part hereof (hereinafter together with any form of successor or substitute
     mineral tenure called the "Claim").

B.   The parties now wish to enter into an agreement granting to BCEI the
     exclusive right and option to acquire an undivided 100% of the right, title
     and interest in and to the Claim on the terms and conditions as hereinafter
     set forth.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
the mutual promises, covenants and agreements herein contained, the parties
hereto agree as follows:

1.   INTERPRETATION


1.1  In this Agreement:


     (a)  "Effective Date" means the date that both parties have signed this
          Agreement;

     (b)  "Mineral Products" means the products derived from operating the Claim
          as a mine;

     (c)  "Net Smelter Returns" means the proceeds received by BCEI from any
          smelter or other purchaser from the sale of any ores, concentrates or
          minerals produced from the Claim after deducting from such proceeds
          the following charges only to the extent that they are not deducted by
          the smelter or other purchaser in computing the proceeds:

          (i)  the cost of transportation of the ores, concentrates or minerals
               from the Claim to such smelter or other purchaser, including
               related transport;

          (ii) smelting and refining charges including penalties; and


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          (iii) marketing costs.

     (d)  "Option" means the option granted by Vendor to BCEI pursuant to
          Section 3;

     (e)  "Operating the Claim as a mine" or "Operation of the Claim as a mine"
          means any or all of the mining, milling, smelting, refining or other
          recovery of ores, minerals, metals or concentrates or values thereof,
          derived from the Claim;

     (f)  "Dollars ($)" means legal currency of Canada.

2.   REPRESENTATIONS AND WARRANTIES

2.1  BCEI represents and warrants to Vendor that:

     (a)  BCEI is a body corporate duly incorporated, organized and validly
          subsisting under the laws of its incorporating jurisdiction;

     (b)  BCEI has full power and authority to carry on its business and to
          enter into this Agreement and any agreement or instrument referred to
          or contemplated by this Agreement;

     (c)  neither the execution and delivery of this Agreement nor any of the
          agreements referred to herein or contemplated hereby, nor the
          consummation of the transactions hereby contemplated will conflict
          with, result in the breach of or accelerate the performance required
          by any agreement to which BCEI is a party; and

     (d)  the execution and delivery of this Agreement and the agreements
          contemplated hereby will not violate or result in the breach of laws
          of any jurisdiction applicable or pertaining thereto or of BCEI's
          constating documents.

2.2  Vendor represents and warrants to BCEI:


     (a)  the Claim consists of the mineral claims Pun and Tim, both located
          within the Lillooet Mining Division of the Ministry of Sustainable
          Resource which has been duly and validly staked and recorded, as
          accurately described in Schedule "A", is presently in good standing
          under the laws of the jurisdiction in which it is located and, except
          as set forth herein, is free and clear of all liens, charges and
          encumbrances;

     (b)  Vendor is the sole beneficial owner of a 100% interest in and to the
          Claim and has the exclusive right to enter into this Agreement and all
          necessary authority to dispose of an undivided 100% interest in and to
          the Claim in accordance with the terms of this Agreement;

     (c)  no person, firm or corporation has any proprietary or possessory
          interest in the Claim other than Vendor and no person is entitled to
          any royalty or other payment in the nature


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          of rent or royalty on any minerals, ores, metals or concentrates or
          any other such products removed from the Claim;

     (d)  neither the execution and delivery of this Agreement nor any of the
          agreements referred to herein or contemplated hereby, nor the
          consummation of the transactions hereby contemplated will conflict
          with, result in the breach of or accelerate the performance required
          by any agreement to which Vendor is a party or by which he is bound;

     (e)  the execution and delivery of this Agreement and the agreements
          contemplated hereby will not violate or result in the breach of the
          laws of any jurisdiction applicable or pertaining thereto.

2.3  The representations and warranties hereinbefore set out are conditions on
     which the parties have relied in entering into this Agreement and will
     survive the acquisition of any interest in the Claim by BCEI and each party
     will indemnify and save the other party harmless from all loss, damage,
     costs, actions and suits arising out of or in connection with any breach or
     any representation, warranty, covenant, agreement or condition made by the
     other party and contained in this Agreement.

3.   OPTION


3.1  Vendor hereby gives and grants to BCEI the sole and exclusive right and
     option to acquire an undivided 100% of the right, title and interest of
     Vendor in and to the Claim, subject only to Vendor receiving the annual
     payments in accordance with the terms of this Agreement for and in
     consideration of the following:

     (a)  BCEI, or its permitted assigns, incurring exploration expenditures on
          the Claims of a minimum of $15,000 on or before September 30, 2005;
          and

     (b)  BCEI, or its permitted assigns, incurring exploration expenditures on
          the Claims of a further $40,000 (for aggregate minimum exploration
          expenses of $55,000) on or before September 30, 2006; and

3.2  Upon exercise of the Option, BCEI agrees to pay Vendor, commencing January
     1, 2008, the sum of $25,000 per annum for so long as BCEI, or its permitted
     assigns, holds any interest in the Claims. Failure to make any such annual
     payment shall result in termination of this Agreement in accordance with
     Section 5.1.

4.   RIGHT OF ENTRY


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4.1  Until such time as the Option has been exercised, BCEI, its employees,
     agents and independent contractors, will have the sole and exclusive right
     and option to:

     (a)  enter upon the Claims;

     (b)  have exclusive and quiet possession thereof;

     (c)  do such prospecting, exploration, development or other mining work
          thereon and thereunder as BCEI in its sole discretion may consider
          advisable; and

     (d)  bring and erect upon the Claims such facilities as BCEI may consider
          advisable.

5.   TERMINATION


5.1  Subject to Section 8, this Agreement and the Option will terminate:


     (a)   on September 30, 2005 at 11:59 P.M., unless on or before that date,
           BCEI has incurred exploration expenditures of a minimum of $15,000 on
           the Claims;

     (b)   on September 30, 2006 at 11:59 P.M., unless BCEI has incurred a
           further $40,000 of exploration expenditures on the Claims (for an
           aggregate of $55,000); or

     c)   at 11:59 P.M. on January 1 of each and every year, commencing on
          January 1, 2008, unless ( BCEI or its successor or assign has paid to
          Vendor the sum of $25,000 on or before that date.

6.   COVENANTS OF VENDOR

6.1  Vendor will:

     (a)  not do any act or thing which would or might in any way adversely
          affect the rights of BCEI hereunder;

     (b)  make available to BCEI and its representatives all records and files
          in the possession of Vendor relating to the Claims and permit BCEI and
          its representatives at its own expense to take abstracts therefrom and
          make copies thereof; and

     (c)  promptly provide BCEI with any and all notices and correspondence from
          government agencies in respect of the Claims.


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7.   COVENANTS OF BCEI


7.1  BCEI will:


     (a)  keep the Claims free and clear of all liens, charges and encumbrances
          arising from their operations hereunder and in good standing by the
          doing and filing of all necessary work and by the doing of all other
          acts and things and making all other payments which may be necessary
          in that regard;

     (b)  permit Vendor, or its representatives duly authorized by it in
          writing, at their own risk and expense, access to the Claims at all
          reasonable times and to all records prepared by BCEI in connection
          with work done on or with respect to the Claims;

     (c)  conduct all work on or with respect to the Claims in a careful and
          miner-like manner and in compliance with all applicable Federal,
          Provincial and local laws, rules, orders and regulations, and
          indemnify and save Vendor harmless from any and all Claims, suits,
          actions made or brought against it as a result of work done by BCEI on
          or with respect to the Claims; and

     (d)   obtain and maintain, or cause any contractor engaged hereunder to
           obtain and maintain, during any period in which active work is
           carried out hereunder, adequate insurance.

8.   EXERCISE OF OPTION


8.1  Once BCEI has incurred the exploration expenditures, and made the payments
     set out in Section 3.1, BCEI will, subject to the right of Vendor to
     receive the obligation of BCEI to make the annual payments set out in
     Section 3.2, own an undivided 100% of Vendor's right, title, and interest
     in and to the Claims.


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9.   OBLIGATIONS OF BCEI AFTER TERMINATION

9.1  In the event of the termination of the Option, BCEI will:


     (a)  leave the Claims in good standing for a minimum of one (1) year under
          all applicable legislation, free and clear of all liens, charges and
          encumbrances arising from this Agreement or their operations hereunder
          and in a safe and orderly condition;

     (b)  deliver to Vendor within 60 days of its written request a
          comprehensive report on all work carried out by BCEI on the Claims
          (limited to factual matter only) together with copies of all maps,
          drill logs, assay results and other technical data compiled by BCEI
          with respect to the Claims;

     (c)  have the right, and obligation on demand made by Vendor, to remove
          from the Claims within six (6) months of the effective date of
          termination all facilities erected, installed or brought upon the
          Claims by or at the instance of BCEI provided that at the option of
          Vendor, any or all of facilities not so removed will become the
          property of Vendor; and

     (d)  deliver to Vendor a duly executed transfer in registrable form of an
          undivided 100% right, title and interest in and to the Claims in
          favour of Vendor, or its nominee.

10.  TRANSFER OF TITLE


10.1 Upon the request of BCEI, Vendor will deliver to BCEI a duly executed
     transfer in registrable form of an undivided 100% of Vendor's right, title
     and interest in and to the Claims in favour of BCEI which BCEI will be
     entitled to register against title to the Claims provided that transfer of
     legal title to the Claims as set forth in this Subsection 10.1 is for
     administrative convenience only and beneficial ownership of an undivided
     100% interest in the Claims will pass to BCEI only in accordance with the
     terms and conditions of this Agreement.

11.  REGISTRATION OF AGREEMENT


12.1 Notwithstanding Section 10 of this Agreement, BCEI or Vendor will have the
     right at any time to register this Agreement or a Memorandum thereof
     against title to the Claims.


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12.  DISPOSITION OF CLAIMS


12.1 BCEI may at any time sell, transfer or otherwise dispose of all or any
     portion of its interest in and to the Claims and this Agreement provided
     that, at any time, BCEI has first obtained the consent in writing of
     Vendor, such consent not to be unreasonably withheld and further provided
     that, at any time during the currency of this Agreement, any purchaser,
     grantee or transferee of any such interest will have first delivered to
     Vendor its agreement related to this Agreement and to the Claims,
     containing:

     (a)  a covenant with Vendor by such transferee to perform all the
          obligations of BCEI to be performed under this Agreement in respect of
          the interest to be acquired by it from BCEI, and

     (b)  a provision subjecting any further sale, transfer or other disposition
          of such interest in the Claims and this Agreement or any portion
          thereof to the restrictions contained in this Subsection 12.1.

12.2 The provisions or Subsection 13.1 of this Agreement will not prevent either
     party from entering into an amalgamation or corporate reorganization which
     will have the effect in law of the amalgamated or surviving company
     possessing all the property, rights and interests and being subject to all
     the debts, liabilities and obligations of each amalgamating or predecessor
     company.

13.  ABANDONMENT OF PROPERTY

13.l BCEI shall have the unfettered right at any time after the exercise of the
     Option to abandon all or any part of its interest in the Claims by
     delivering a notice in writing of their intention to do so to Vendor, such
     notice to list the part or parts of the Claims to be abandoned, and if
     within 30 days of receipt of such notice Vendor delivers to BCEI a notice
     ("Reacquisition Notice") stating its intention to reacquire all or part or
     parts of the Claims, BCEI will deliver to Vendor duly executed recordable
     transfers of its interest in such part or parts of the Claims as Vendor has
     set forth in the Reacquisition Notice, such part or parts to be in good
     standing for at least one year beyond the date of delivery of such
     transfers and to be free and clear of all liens, charges, and encumbrances
     arising from the operations of BCEI or its agents or subcontractors
     hereunder.

14.  CONFIDENTIAL NATURE OF INFORMATION

15.1 The parties agree that all information obtained from the work carried out
     hereunder and under the operation of this Agreement will be the exclusive
     property of the parties and will not be used other than for the activities
     contemplated hereunder except as required by law or by the rules and
     regulations of any regulatory authority having jurisdiction, or with the
     written consent of both parties, such consent not to be unreasonably
     withheld. Notwithstanding the foregoing, it is understood and agreed that a
     party will not be liable to the other party for the fraudulent or negligent
     disclosure of information by any of its employees, servants or agents,
     provided that such party has taken reasonable steps to ensure the
     preservation of the confidential nature of such information.


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16.  FURTHER ASSURANCES


16.1 The parties hereto agree that they and each of them will execute all
     documents and do all acts and things within their respective powers to
     carry out and implement the provisions or intent of this Agreement.

17.  NOTICE


17.1 Any notice, direction or other instrument required or permitted to be given
     under this Agreement will be in writing and will be given by the delivery
     or the same or by mailing the same by prepaid registered or certified mail
     in each case addressed as follows:

     (a)  if to Vendor
          1450 Sasamat Street
          Vancouver, B.C., V6R4G4
          Attention : Puneet Sharan
          ---------

     (b)  if to Boulder Creek Explorations, Inc.
          2764 Lake Sahara Drive, Suite 111
          Las Vegas, Nevada 89117


l7.2 Any notice, direction or other instrument aforesaid will, if delivered, be
     deemed to have been given and received on the day it was delivered, and if
     mailed, be deemed to have been given and received on the fifth business day
     following the day of mailing, except in the event of disruption of the
     postal services in which event notice will be deemed to be received only
     when actually received.

17.3 Any party may at any time give to the other notice in writing of any change
     of address of the party giving such notice and from and after the giving of
     such notice, the address or addresses therein specified will be deemed to
     be the address of such party for the purpose of giving notice hereunder.

18.  HEADINGS


18.1 The headings to the respective sections herein will not be deemed part of
     this Agreement but will be regarded as having been used for convenience
     only.

19.  DEFAULT


19.1 If any party (a "Defaulting Party") is in default of any requirement herein
     set forth other than the provisions of Section 5 for which notice of
     default need not be given, the party affected by such default will give
     written notice to the defaulting Party specifying the default and the
     Defaulting Party will not lose any rights under this Agreement, unless
     within 30 days after the giving of notice of default by the affected party
     the Defaulting Party has cured the default by the appropriate performance
     and if the Defaulting Party fails within such period to cure any such


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     default, the affected party will be entitled to seek any remedy it may have
     on account of such default.

20.  PAYMENT


20.1 All references to monies hereunder will be in Canadian funds except where
     otherwise designated. All payments to be made to any party hereunder will
     be mailed or delivered to such party at its address for notice purposes as
     provided herein, or for the account of such party at such bank or banks in
     Canada as such party may designate from time to time by written notice.
     Said bank or banks will be deemed the agent of the designating party for
     the purpose of receiving and collecting such payment.

21.  ENUREMENT


21.1 Subject to Section 13, this Agreement will enure to the benefit of and be
     binding upon the parties hereto and their respective successors and
     permitted assigns.

22.  TERMS


22.1 The terms and provisions of this Agreement shall be interpreted in
     accordance with the laws of British Columbia.

23.  FORCE MAJEURE


23.1 No party will be liable for its failure to perform any of its obligations
     under this Agreement due to a cause beyond its control (except those caused
     by its own lack of funds) including, but not limited to acts of God, fire,
     flood, explosion, strikes, lockouts or other industrial disturbances, laws,
     rules and regulations or orders of any duly constituted governmental
     authority or non- availability of materials or transportation (each an
     "Intervening Event").

23.2 All time limits imposed by this Agreement, other than those imposed by
     Section 5, will be extended by a period equivalent to the period of delay
     resulting from an Intervening Event described in Subsection 23.1.

23.3 A party relying on the provisions of Subsection 23.1 will take all
     reasonable steps to eliminate an Intervening Event and, if possible, will
     perform its obligations under this Agreement as far as practical, but
     nothing herein will require such party to settle or adjust any labour
     dispute or to question or to test the validity of any law, rule, regulation
     or order of any duly constituted governmental authority or to complete its
     obligations under this Agreement if an Intervening Event renders completion
     impossible.

24.  ENTIRE AGREEMENT


24.1 This Agreement constitutes the entire agreement between the parties and
     replaces and supersedes all prior agreements, memoranda, correspondence,
     communications, negotiations and


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     representations, whether verbal or written, express or implied, statutory
     or otherwise between the parties with respect to the subject matter herein.

25.  TIME OF ESSENCE


25.1 Time will be of the essence in this Agreement.

26.  ENFORCEMENT OF AGREEMENT


26.1 The covenants, promises, terms and conditions contained herein will be
     binding upon the parties jointly and severally and may be enforced by each
     as against each other inter se.

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


PUNEET SHARAN

          ________________________
          By:  Puneet Sharan

          ________________________
          Signature of Witness

          ________________________
          Printed Name of Witness


BOULDER CREEK EXPLORATIONS, INC.


Per:      _____________________________________________________
          by its Authorized Signatory: Puneet Sharan, President


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This is SCHEDULE "A" to an Agreement made as of the 27th day of August, 2004
between VENDOR and BOULDER CREEK EXPLORATIONS, INC.


Tenure Number         Claim Name          Issue Date        Tag Number
-------------         ----------          ----------        ----------
   409538                Pun             April 8, 2004        233318
   409539                Tim             April 8, 2004        233317