EX 10.1
                             MEMORANDUM OF AGREEMENT

THIS AGREEMENT MADE EFFECTIVE AND EXECUTED AS OF March 2nd 2000 (the  "Effective
Date").

BETWEEN:

                  Morenci Corp.
                  Suite 980

                  1500 West Georgia Street
                  Vancouver, BC
                  Canada
                  (the "Purchaser")

AND:

                  Kent Douglas Courtice and Robert Eire McLauchlan

                  carrying on business as esportbike.com

                  1583 W. 65TH Avenue
                  Vancouver, British Columbia
                  Canada.

                  (collectively the "Vendor")

WHEREAS:

         A. The Vendor  carries on business  comprised  of the  development  and
operation of a website relating to sports bikes and known as esportbike.com (the
"Business");

         B. The  Vendor  has  agreed  to sell and the  Purchaser  has  agreed to
purchase all the property,  assets,  and undertakings of the Business as a going
concern on the terms and conditions herein provided;

         C. Kent Douglas  Courtice and Robert Eire McLauchlan,  businessmen,  of
Vancouver,  British Columbia,  are partners of the Vendor and have a proprietary
interest in the domain name and business of the Vendor; and

         D. The Vendor owes  $113,000.00  (US) to Asset  Information  Management
Inc. ("AIM");



NOW  THEREFORE in  consideration  of the premises and the mutual  covenants  and
agreements herein contained, the parties hereto covenant and agree each with the
other as follows:

1.       PURCHASE AND SALE

1.1      Subject to the terms and conditions of this  Agreement,  at the Closing
         (hereinafter  defined) the Vendor will sell, transfer and assign to the
         Purchaser, free and clear of all liens, charges and encumbrances except
         as may be otherwise specifically provided for herein, and the Purchaser
         will purchase from the Vendor,  the Business as a going concern and all
         property and assets of the Business of every kind and  description  and
         wherever  situate  (collectively,  the  "Business  Assets"),  including
         without limiting the foregoing:

(a)      ownership of the domain name and internet entity  "esportbike.com"
         including all code names,  trade marks and copyrights thereto;

(b)      all chattels, equipment, fixtures,  furnishings,  machinery, vehicles
        and supplies used in connection with the Business as at the date hereof
        (the "Equipment");

(c)      all inventories of the Business (the "Inventory");

(d)               all right,  title,  benefit and interests under all contracts,
                  engagements   and   commitments,   whether  oral  or  written,
                  including the benefit of all unfilled  orders  received by the
                  Vendor and forward commitments to purchase made by the Vendor,
                  which the Vendor is entitled to or possessed of in  connection
                  with the Business (the "Material Contracts");

(e)               all  customer   lists,   brochures,   samples,   price  lists,
                  accounting   and  other   books  and  records  and  all  other
                  information,  correspondence,  documents and material relating
                  to the Business;

(f)               all  right,  title and  interest  of the  Vendor in and to all
                  registered and unregistered trademarks, trade and brand names,
                  copyrights,   designs,   restrictive   convenants   and  other
                  industrial or  intellectual  property  respecting the Business
                  (the "Intangible Property");

(g)              all permits, licences, consents, authorizations and approvals
                 pertaining to the Business; and

(h)               the goodwill of the Business together with the exclusive right
                  to the  Purchaser  to  represent  itself  as  carrying  on the
                  Business in  continuation  of and in  succession to the Vendor
                  and the right to the name  "esportbike.com"  or any  variation
                  thereof as part of or in  connection  with the  Business  (the
                  "Goodwill").

1.2      All  quotations  for the sale or purchase of inventory or supplies made
         or received by the Vendor and not confirmed to  contractual  commitment
         will be deemed to be  assigned  to the  Purchaser  at the Closing to be
         accepted,  confirmed  or  withdrawn  or  otherwise  acted  upon  by the
         Purchaser in its own name,  for its own account and in accordance  with
         its own business judgement.

2.       PURCHASE PRICE AND ALLOCATION

2.1      The purchase  price  payable by the  Purchaser  to the Vendor for the
         Business  Assets will be the sum of $10,000.00, payable at the Closing.

2.2      The Purchase Price will be allocated among the various items comprisin
         the Business Assets as follows:

(a)      to the domain name, the sum of $9,500.00;

(b)      to the Equipment, the sum of $250.00;

(c)      to the Goodwill, the sum of $249.00;

(d)      to the remaining Business Assets, the sum of $1.00.00.


3.       ELECTION

3.1      The  parties  hereto  agree to elect  jointly  in  accordance  with the
         provisions  of  Section  85(1)  of the  Income  Tax Act of  Canada,  in
         prescribed form and within the time stipulated inn Section 85(6) of the
         said Act, that the Vendor's  proceeds of  disposition of the Assets and
         the  Purchaser's  cost of the Assets be the sum of  $10,000.00  (herein
         called the "Elected Amount").

3.2      The parties hereby  acknowledge  that, to the best of their  knowledge,
         the Elected Amount represents the tax cost (as that term is defined inn
         the  Income  Tax Act of  Canada)  to the  Vendor  of the  Assets on the
         Effective Date. However, if at any time hereafter,  it is determined by
         the parties hereto or if it is finally  determined by the Department of
         National  Revenue,  a tribunal or Court of  competent  jurisdiction  or
         otherwise,  that the adjusted  cost base to the Vendor of the Assets on
         the  Effective  Date is greater or less than the Elected  Amount herein
         provided,  the parties will amend this Agreement and change the Elected
         Amount to ensure that the Elected  Amount is equal to the adjusted cost
         base  to the  Vendor  of the  Assets  as  determined  pursuant  to this
         paragraph.

4.       CLOSING, POSSESSION AND ADJUSTMENTS

4.1      The completion of the transactions  contemplated hereby (the "Closing")
         will  take  place at 10:00  A.m.,  local  time on March  2nd 2000  (the
         "Closing  Date") at the  offices  of the  Purchaser,  or at such  other
         place,  date and time as may be  mutually  agreed  upon by the  parties
         hereto;

4.2      The Vendor will deliver  possession  of Business  Assets,  free of any
         other claim to  possession  and any tenancies, to the Purchaser on the
         Closing Date;


4.3      All revenues and expenses,  including prepaid expenses, of the Business
         will  be  adjusted  (the  "Adjustments")  between  the  Vendor  and the
         Purchaser as at the  commencement  of business on the Closing  Date, to
         the effect that in respect of any period  before that time,  the Vendor
         will bear all expenses and receive all revenue relating to the Business
         and that from and after said time, the Purchaser will bear all expenses
         and receive all revenue relating to the Business.

5.       ASSUMPTION OF LIABILITY

5.1      It is  understood  and  agreed  that  from and after  the  Closing  the
         Purchaser  will assume and pay any and all  indebtedness  of the Vendor
         (the  "Assumed  Indebtedness")  which  the  Vendor  owes to AIM and the
         Purchaser  covenants to assume and pay the Assumed  Indebtedness and to
         indemnify and save harmless the Vendor in respect thereof.

5.2      It is  understood  and  agreed  that from and after  the  Closing,  the
         Purchaser will assume,  perform and discharge the Vendor's  obligations
         and  liabilities  in respect of any Material  Contracts and that at the
         Closing,  the Vendor and the  Purchaser  will  deliver and  Assignment,
         Assumption and Indemnity Agreement whereby:

(a)      the Vendor  confirms  the  representations  and  warranties  made
         herein  which  pertain to the  Material Contracts;

(b)      the Vendor assigns all right,  title,  benefit and interest under the
         Material Contracts to the Purchaser;
                  and

(c)               the Purchaser covenants to assume,  perform and discharge said
                  obligations and liabilities and to indemnify and save harmless
                  the Vendor in respect thereof.

5.3      Both before and after the Closing,  the Vendor and the  Purchaser  will
         make  their best  efforts to obtain the  release of the Vendor of their
         obligations  in respect of the Assumed  Indebtedness  and the  Material
         Contracts  and the Vendor and the  Purchaser  will  execute and deliver
         such  documents and  instruments  and so such acts and things as may be
         required for said purposes.

6.       REPRESENTATIONS OF THE VENDOR

6.1      The Vendor and Kent Douglas Courtice and Robert Eire McLauchlan jointly
         and severally  represent and warrant to the Purchaser,  with the intent
         that the Purchaser  will rely thereon in entering  into this  Agreement
         and in concluding the transactions contemplated hereby, that:

(a)      each of the parties  hereto has the power,  authority  and  capacity
         to carry on the Business as presently conducted and to enter into this
         Agreement and carry out its terms;

(b)               the  execution   and  delivery  of  this   Agreement  and  the
                  completion  of the  transaction  contemplated  hereby has been
                  duly and validly authorized by the necessary  corporate action
                  on the part of the Vendor  and this  Agreement  constitutes  a
                  valid and binding obligation of the Vendor enforceable against
                  the Vendor in accordance with its terms;

(c)               the  Vendor  owns and  possesses  and has good and  marketable
                  title to the  Business  Assets,  free and clear of all  liens,
                  charges and encumbrances of every kind and nature whatsoever;

(d)      the Business Assets comprise all property and assets used by the Vendor
         in connection with the Business;


(e)      there are:

(i)      no actions,  suits or  proceedings  before any court,  pending or
         threatened,  by or against or affecting  the Vendor, the Business or
         any of the Business Assets; and

(ii)                                  no      proceedings,       investigations,
                                      complaints,  order,  directives or notices
                                      of defect or  non-compliance  by or before
                                      any governmental  commission,  department,
                                      board,   authority  or  administrative  or
                                      regulatory agency, body or officer issued,
                                      pending or  threatened  against the Vendor
                                      or in  respect of the  Business  or any of
                                      the Business Assets;

7.       REPRESENTATIONS OF THE PURCHASER

7.1      The Purchaser  represents  and warrants to the Vendor as follows,  with
         the intent  that the Vendor  will rely  thereon in  entering  into this
         Agreement and in concluding the purchase and sale contemplated  hereby,
         that:

(a)               the   Purchaser  is  a  publicly   traded   corporation   duly
                  incorporated,  validly existing and in good standing under the
                  laws of the State of Nevada in the United  States of  America,
                  and has the  power,  right  and  capacity  to enter  into this
                  Agreement and to carry out its terms; and

(b)               the  execution   and  delivery  of  this   Agreement  and  the
                  completion of the  transactions  contemplated  hereby has been
                  duly and validly authorized by all necessary  corporate action
                  on the part of the Purchaser and this agreement  constitutes a
                  valid and binding  obligation  of the  Purchaser in accordance
                  with its terms.

8.       TRANSACTIONS OF THE VENDOR AT THE CLOSING

8.1      At the  Closing,  the Vendor  will  execute  and deliver or cause to be
         executed and delivered, all documents and instruments, including deeds,
         conveyances,  bills of sale,  transfers,  assignments,  agreements  and
         certificates  as are necessary to effectively  vest good and marketable
         title to the  Business  Assets in the  Purchaser  free and clear of any
         liens, charges and encumbrances.

9.       TAXES

9.1      All taxes  payable  pursuant to the Social  Services Tax Act of British
         Columbia  arising  out  of  the  purchase  of the  Business  Assets  as
         contemplated hereby will be paid by the Purchaser.

10.      TIME OF THE ESSENCE

10.1     Time is of the essence.


11.      FURTHER ASSURANCES

11.1     The parties  will execute and deliver all such  further  documents  and
         instruments  and do all such further acts and things as may be required
         to carry out the full  intent  and  meaning  of this  Agreement  and to
         effect the transactions contemplated hereby.

12.      ASSIGNMENT

12.1     This  Agreement  may not be assigned by any party hereto  without the
         prior  written  consent of the other parties hereto.


13.      ENTIRE AGREEMENT

13.1     This Agreement embodies the entire agreement and understanding  between
         the   parties   hereto   and    supercedes   all   prior    agreements,
         representations,   warranties  and  understandings,   whether  oral  or
         written, relative to the subject matter hereof.

14.      SUCCESSORS AND ASSIGNS

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

15.      COUNTERPARTS

15.1     This Agreement may be executed in several  counterparts,  each of which
         will be  deemed  to be an  original  and  all of  which  will  together
         constitute one and the same instrument.

16.      SCHEDULES

16.1     The  schedules  attached  hereto  are  hereby  incorporated  into  this
         Agreement and form a part hereof. All terms defined in the body of this
         Agreement will have the same meaning in the Schedules attached hereto.

17.      REFERENCES TO AGREEMENT

17.1     The terms "this Agreement", "hereof", "herein", "hereby", "hereto", and
         similar terms refer to this Agreement and not to any particular clause,
         paragraph or other part of this Agreement  unless  another  document is
         specified.

18.      PROPER LAW

18.1     The proper law of this Agreement is the law of British Columbia.

         IN WITNESS  WHEREOF the parties have hereunto set their hands and seals
effective as of the Effective Date first above written.

                      SIGNATURE PAGE IMMEDIATELY FOLLOWING.

SIGNED, SEALED AND DELIVERED BY             SIGNED, SEALED AND DELIVERED BY
KENT DOUGLAS COURTICE.                      MORENCI CORP.

    /s/ Kent Courtice                      By:  /s/ M. Gregg Marshall
------------------------------              -------------------------
Signature                                     Authorized Signatory

_____Kent Courtice_____________________
Name                                        Name of Signatory: M. Gregg Marshall
                                                                    --------
   1583 West 65th Avenue, Vancouver, BC     Title of Signatory:   President
---------------------------------------
Address

SIGNED, SEALED AND DELIVERED BY
ROBERT EIRE McLAUCHLAN.

  /s/ Robert McLauchlan

Signature

______Robert McLauchlan_______________
Name