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Exhibit 4.10

THIS AGREEMENTis dated for reference as of this 30th day of January, 2004.

BETWEEN:

> LINUX GOLD CORP. 
>         1103  11871 Horseshoe Way 
>         Richmond BC V7A 5H5
>       (hereinafter referred to as the Linux)

OF THE FIRST PART

AND:

> PETER TSE, Businessman, 
>         of 3280 East 52nd Street, 
>         Vancouver, B.C. V5S 1V3
>       ("hereinafter referred to as the Tse")

OF THE SECOND PART

WHEREAS Ginyen holds a Certificate of Approval for
  the establishment of enterprises with foreign investment in the Peoples Republic
  of China (a copy of which is attached hereto as Schedule "A") and has entered
  into an co-operative joint venture with China Heibi Province Fenging Automatism
  Po Luo Nuo Gold Mine Company (a copy of which is delivered herewith to Linux,
  the receipt of which is hereby acknowledged);

AND WHEREASthe aforesaid Certificate of Approval and
  co-operative joint venture which provides Ginyen with the license to mine all
  of the gold production Assets (hereinafter described) of the Bo Luonuo District
  of Hebei Province of the Peoples Republic of China (herein called the "BLN Project"
  and which is more particularly described in Schedule "B" attached hereto);

AND WHEREASTse is the registered and beneficial owner
  of 100% of the issued and outstanding shares of Ginyen Recovery Inc. ("Ginyen");

AND WHEREAS Linux is desirous of acquiring all of the
  aforesaid shares of Ginyen.

NOW
  THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises
  and of the mutual covenants, conditions and agreements hereinafter set forth,
  the parties hereto covenant and agree as follows:

|1. | Subject to the terms of
        this Agreement, Tse hereby grants to Linux the sole, exclusive and irrevocable
        right and option to purchase (the "Option") up to a 100% of all right,
        title and interest in and to 100% of all of the outstanding shares of
        Ginyen (the "Optioned Shares"), free and clear of all charges, encumbrances
        and claims, but subject to the grant of a 5% Net Profits royalty in the
        BLN Project in favour of Tse.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2. | The Option may be exercised
        by paying the following sums of money and issuing the following number
        of fully paid and non-assessable common shares (as presently constituted)
        in the capital of Linux (the "Linux Shares") to Tse:                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|   | (ii)                                                                                                                                                                                                                                                               | paying an additional $10,000 and issuing
        50,000 Linux Shares to Tse or before April 1, 2004; and                                                                                                                                                                                                                                                                                                                
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (iii)                                                                                                                                                                                                                                                              | causing to be carried out the Phase
        I mining exploration and/or development work in respect of the BLN Project
        described Schedule "A" hereof or such other initial work program as shall
        be recommended by a qualified engineer or geologist acceptable to the
        parties hereto (the "Phase I Program") and expending in connection therewith
        the total sum of $160,000.          
|   |                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (b)                                                                                                                                                                                                                                                                | Provided that Linux has
        previously exercised the Option as set out in paragraph 2(a) hereof, Linux
        may exercise the Option as to a further 35% of the Optioned Shares following
        the completion of the Phase I Program by:                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (i)                                                                                                                                                                                                                                                                | paying the additional sum of $15,000
        and issuing a further 50,000 Linux Shares to Tse; and                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (ii)                                                                                                                                                                                                                                                               | causing to be carried out the Phase
        II mining exploration and/or development work in respect of the BLN Project
        described in Schedule "A" hereof or such other secondary work program
        as shall be recommended by a qualified engineer or geologist acceptable
        to the parties hereto (the "Phase II Program") and expending in connection
        therewith the total sum of $130,000.   
|   |                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (c)                                                                                                                                                                                                                                                                | Provided that Linux has
        previously exercised the Option as set out in paragraph 2(b) hereof, Linux
        may exercise the Option as to a further 25% of the Optioned Shares following
        the completion of the Phase II Program by:                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (i)                                                                                                                                                                                                                                                                | paying the additional sum of $15,000
        and issuing a further 50,000 Linux Shares to Tse; and                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (ii)                                                                                                                                                                                                                                                               | causing to be carried out the Phase
        III mining exploration and/or development work in respect of the BLN Project
        described in Schedule "A" hereof or such other continuing work program
        as shall be recommended by a qualified engineer or geologist acceptable
        to the parties hereto (the "Phase III Program") and expending in connection
        therewith the total sum of $210,000.
|   |                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (d)                                                                                                                                                                                                                                                                | Provided that Linux has
        previously exercised the Option as set out in paragraph 2© hereof,
        Linux may exercise the Option as to the final 5% of the Optioned Shares,
        following the completion of the Phase III Program by:                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (i)                                                                                                                                                                                                                                                                | issuing a further 50,000 Linux Shares
        to Tse; and                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (ii)                                                                                                                                                                                                                                                               | entering into the agreement (the "Royalty
        Agreement") attached hereto as Schedule "B", which grants to Tse a Net
        Profits Royalty in the BLN Project.                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                   
|3. | If and when the Option is
        exercised in full, 100% of all right, title and interest in and to the
        Optioned Shares shall vest in Linux free and clear of all charges, encumbrances
        and claims.                                              
|   |                                                                                                                                                                                                                                                                   
|4. | It is expressly understood
        and agreed that this Agreement is an option only and the doing of any
        act or the making of any payment by Linux shall not obligate Linux to
        do any further acts or make any further payments.                  
|   |                                                                                                                                                                                                                                                                   
|5. | During the period from February
        1, 2004 until March 31, 2004 (the "Due Diligence Period"), Linux shall
        be entitled to conduct such due diligence of the BLN Project as Linux
        in its sole discretion shall consider necessary or advisable.

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|6.  | During the Due Diligence
        Period, Tse and his representatives or agents shall provide all assistance
        to Linux as shall be reasonably required by Linux to enable it to ascertain
        the investment merit of its purchase of the Optioned Shares and to obtain
        all required regulatory approvals in connection with such purchase.                                                                                                                                                                                                                                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7.  | Tse shall be engaged as
        a key consultant (the "Operations Consultant") for the BLN Project and,
        forthwith after the Due Dilligence Period, the parties shall negotiate
        in good faith a consulting contract covering Tse's role as Operating Consultant
        of the BLN Project taking into consideration, in the determination of
        remuneration and other terms, prevailing industry standards for such work;
        and the said consulting agreement shall be set out in a written agreement
        upon as the parties shall mutually approve.                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|8.  | Each issuance of Lunix Shares
        referred to in Section 2 hereof shall be subject to receipt by Linux of
        any necessary approvals (including the acceptance for filing, if required,
        of a satisfactory report on the results of the exploration or development
        work carried out in respect of the BLN Project) of the regulatory authorities
        having jurisdiction over the issuance shares of Linux.                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|9.  | Tse warrants and represents
        that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10. | For the period of time from
        the date of execution hereof until a definitive agreement, Tse hereby
        agrees that he will not grant to any third party (nor seek, offer to sell,
        enter into any discussions or negotiations or otherwise enter into any
        transaction in furtherance of) any option, license, right or other entitlement
        to the BLN Project.                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11. | If at any time Linux fails
        to perform any obligation required to be performed hereunder, Tse must,
        before taking any action to terminate this Agreement, give 30 days prior
        notice of default to Linux containing particulars of the obligation which
        Butler has not performed and Tse shall be entitled to terminate this Agreement
        only if Linux has not, within 30 days following delivery of such notice
        of default, cured such default or commenced proceedings to cure such default
        by appropriate payment or performance (Linux hereby agreeing that should
        it so commence to cure any default it will prosecute the same to completion
        without undue delay) .
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|12. | If Linux is at any time
        prevented or delayed in complying with any provision of this Agreement
        by reason of events beyond Linux's reasonable control, excluding want
        of funds but including, the time limited for the performance by Linux
        of its obligations hereunder shall be extended by a period of time equal
        in length to the period of each such prevention or delay.                                                                                                                                                                                                                                                                                                                        

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|13. | Forthwith following execution hereof,
        the parties shall negotiate in good faith a definitive agreement incorporating
        the terms herein and shall contain conditions, representations, warranties
        and covenants customarily contained in such agreements as well as such
        other terms as shall be acceptable to Tse and that legal counsel for Linux
        shall consider necessary or desirable.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|14. | This Agreement and any disputes in connection
        herewith shall be governed by, and construed and enforced in accordance
        with, the laws of the Province of British Columbia, Canada.                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|15. | If any question, difference or dispute
        shall arise between the parties in respect of any matter arising under
        this Agreement, the same shall be submitted to arbitration for determination
        by a single arbitrator and in accordance with the provisions of the British
        Columbia Commercial Arbitration Act(the Act).                                                                          

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

|SIGNED, SEALED AND DELIVERED BY                                      | ) |          
|-------------------------------------------------------------------- | - | ---------
|PETER TSEin the presence of:                                         | ) |          
|                                                                     | ) |          
|                                                                     | ) |          
|Witness signature                                                    | ) |          
|Name (please print):________________________________________________ | ) | PETER TSE
|                                                                     |   |          
|                                                                     |   |          
|The corporate seal of LINUX GOLD CORP.                               | ) |          
|was hereunto affixed in the presence of:                             | ) |          
|                                                                     | ) | c/s      
|                                                                     | ) |          
|John Robertson, President                                            | ) |          

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