PURCHASE AND SALE AGREEMENT






                                     BETWEEN

                              QUARTZ VENTURES, INC.

                                       AND

                                  DAVID HEYMAN
















                   Dated as of the 15th day of January, 2007



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                           PURCHASE AND SALE AGREEMENT

 THIS AGREEMENT made as of the 15th day of January, 2007

 AMONG:

         QUARTZ VENTURES, INC., a company existing under the laws of The State
         of Nevada and having its head office at 2215 Alder Slreet. Vancouver,
         British Columbia. V6II2R8: ("Buyer")

AND:

         DAVID HEYMAN, of 6964A 224th Street, Langley, British Columbia.,
         V2Y 2K5; ("Vendor")

WHEREAS:

A.       The Vendor  owns a 100%  interest  in two  mineral  exploration  claims
         located in the Alberni Mining Division, BC;

B.       The Vendor  wishes to sell and Buyer wishes to purchase a 100% interest
         in  the  Property  on  the  terms  and  conditions  contained  in  this
         Agreement.

In  consideration  of the premises,  covenants and agreements  contained in this
Agreement, (he parties covenant and agree each with the other as follows:

1.       INTERPRETATION

1.1      Definitions

For the  purposes of this  Agreement  and the  recitals in and  Schedule to this
Agreement,  unless the  context  otherwise  requires,  the  following  words and
phrases will have the  meanings  indicated  below:

     (a) "Agreement" means this Agreement  including the Schedule hereto,  which
         are incorporated by Ihis reference, as amended and supplemented;

     (b) "Property"  means,  the two mining  claims  located in,  Albemi  Mining
         Division. BC as described in Schedule 1 hereto;

     (c) "Purchase  Price" means,  the $8*000 purchase price for the Property as
         contemplated in this Agreement:

     (d) "Vendor" means David Heyman;

     (e) "Buyer"  means.  Quartz  Ventures,  Inc.,  a company  incorporated  and
         existing under the laws of Nevada:

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1.2      INTERPRETATION

In this Agreement,  except as otherwise  expressed or provided or as (he context
otherwise requires:

     (a) the headings and  captions are provided for  convenience  only and will
         not form a part of this  Agreement,  and will not be used to interpret,
         define or limit the scope, extern or intent of this Agreement or any of
         its provisions; and

     (b) a reference to time or date is to the local time or date in  Vancouver,
         BC, unless specifically indicated otherwise;

1.3      AMENDMENT

No  amendment,  waiver,  termination  or  variation  of the  terms,  conditions,
warranties, covenants, agreements and undertakings set out herein wilt be of any
force or effect  unless  the same is reduced to  writing  duly  executed  by all
parties  hereto in the same manner and with the same formality as this Agreement
is executed.

1.4      WAIVER

No waiver of any of the provisions of this Agreement will constitute a waiver of
any other  provision  (whether or not similar)  and no waiver will  constitute a
continuing  waiver  unless  otherwise  expressly  provided.

1.5      SCHEDULE

The following Schedule arc attached hereto and form A part hereof;

            SCHEDULE    SUBJECT

                1        Description of Property

1.6      CURRENCY

All dollar ($) references in Ihis Agreement arc to United States dollars.

2.       PURCHASE AND SALE

2.1      Purchase and Sale

Subject  to the  terms  and  conditions  of  this  Agreemeni  and  based  on the
representations and warranties contained in this Agreement,  Buyer hereby offers
to purchase the Property  from the Vendor and the Vendor  hereby  agrees to sell
the Property to Buyer.


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2.2      CONSIDERATION

In consideration for the sale by the Vendor to Buyer of the Property, Buyer will
pay the Purchase Price for the Property to the Vendor on the Closing date.

3.       REPRESENTATION S AND WARRANTIES

3.1      REPRESENTATIONS AND WARRANTIES Of The Vendor

The Vendor  represents and warrants lo and in favour of (he Buyer as follows and
acknowledges that Buyer is relying upon such  representations  and warranties in
con sum mating the transactions contemplated by this Agreement:

     (a) This  Agreement  has been duly executed and delivered by the Vendor and
         constitutes a valid and binding  obligation of the Vendor in accordance
         with its terms;

     (b) Schedule 1 hereto contains an accurate and complete  description of the
         Property;

     (c) No  person  has any  agreement  or  option  or any  right or  privilege
         (whether by law,  pre-emptive  or  contractual)  capable of becoming an
         agreement or option for the purchase from the Vendor of any interest in
         the Property;

     (d) The entering into, execution, delivery and performance by the Vendor of
         this  Agreement  will not violate or  contravene  or  conflict  with or
         result  in a  breach  of or  default  or  give  rise  to any  right  of
         termination,  acceleration,  cancellation or modification  under any of
         the  terms  and  conditions  of any  contract,  agreement,  commitment,
         arrangement or understanding  pursuant to which the Vendor holds or has
         acquired its interest in the Property or any other contract, agreement,
         commitment, arrangement, understanding or restriction, written or oral,
         to which the Vendor is a parry-' or by which it is bound;

     (e) To the best of the knowledge of the Vendor after due enquiry, there are
         no legal  conflicts  of any  nature and no  investigations  or legal or
         administrative  affairs  pending  against the Vendor in connection wilh
         the  Property  or for any  other  cause  and  there  is no  pending  or
         threatened decree, decision,  sentence,  injunction,  order or award of
         any court,  arbitral tribunal or governmental  authority or any action,
         procedure,  arbitration,   administrative  or  judicial  investigation,
         actual or threatened, with respect to the Vendor or the Property:

     (f) The Vendor holds the right to deliver all right,  title and interest in
         and to the  Property,  and the  Property  is free of any  lien,  claim,
         pledge,  privilege,  levy, lease,  sublease or rights of any person and
         other than government royalties, government work requirements and other
         conditions imposed by a governmental authority;

3.2      REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer  represents  and  warrants  to and in favour of the Vendor as follows  and
acknowledges  that  Ihc  Vendor  are  relying  upon  such   representalions  and
warranties in consummating the transactions contemplated by ihis Agreement:

     (a) Buyer is a corporation duly incorporated and validly  subsisting and in
         good standing in the State of Nevada;

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     (b) Buyer  has the  corporate  power  and  authority  to  enter  into  this
         Agreement and to perform its obligations hereunder;

     (c) The execution and delivery of this  Agreement and the completion of the
         transactions  contemplated  herein will  constitute a valid and binding
         obligation  of Huyer  enforceable  against  it in  accordance  with its
         terms:

     (d) The entering into, execution,  delivery and performance by the Buyer of
         this  Agreement  will not violate or  contravene  or  conflict  with or
         result  in a  breach  of or  default  or  give  rise  to any  right  of
         termination,  acceleration,  cancellation or modification  under any of
         the  terms  and  conditions  of any  contract,  agreement,  commitment,
         arrangement,  understanding  or restriction,  written or oral, to which
         Buyer is a party or by  which  it is  bound  or  under  the  constating
         documents or directors' or shareholders* resolutions of Buyer;

4.       CLOSING

4.1      TIME AND PLACE OF CLOSING

The  closing  ("Closing")  of this  Agreement  will take place at the offices of
Buyer at 2:00 p.m. (BC time) on January 15th 2007.

4.2      CLOSING DOCUMENTS

At Closing, the parties hereto will table the following documents;

     (a) Documents  of The Vendor:  The Vendor will table for  delivery to Buyer
         title transfer  documents relating to the Property in a form acceptable
         to Buyer's legal counsel.

     (b) DOCUMENTS  OF BUYER.  Buyer  will  table for  delivery  to the Vendor a
         certified check, or a check issued from an attorney's trust account for
         $8,000 made payable to the Vendor.

5.       TERMINATION

5.1      MUTUAL TERMINATION

This  Agreement  may,  prior to Closing,  be terminated by the parties hereto by
mutual  agreement  in writing  notwithstanding  anything  contained  herein.

6.       GENERAL  PROVISIONS

6.1      Time of  Essence

Time  is and  will  be of the  essence  of  each  and  every  provision  of this
Agreement.

6.2      FINDER'S FEES AND BROKERS' COMMISSION

Each of the parties hereto  represents to the other that it has not incurred any
liability for any iinders' fee or brokers'  commission  in  connection  with the
execution of this Agreement or the consummation of the transactions contemplated
herein.

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6.3      EXPENSES

Buyer will be  responsible  for all fees and  expenses  in  connection  with the
preparation,  execution and delivery of this Agreement and the  preparation  and
completion  of all  other  agreements,  documents,  approvals  and  transactions
contemplated by this Agreement.

6.4      FURTHER ASSURANCES

Each of the parties  hereto  will,  wheLher  before or after  Closing and at the
expense  of  Buyer,   execute  and  deliver  all  such  further   documents  and
instruments,  give all such further assurances,  and do all such acts and things
as may  reasonably  be required to carry out the full intent and meaning of this
Agreement.

6.5      ENTIRE AGREeMENT

This  Agreement and the Schedule  hereto contain the whole  agreement  among the
parties  hereto in respect of the  subject  matter  hereof  and  supersedes  and
replaces all prior negotiations,  communications and correspondence  between the
parties hereto. There are no warranties,  representations,  terms, conditions or
collateral  agreements,  express or implied,  statutory or otherwise,  among the
Vendor and Buyer other than as  expressly  set forth in this  Agreement  and the
Schedule hereto.

6.6      ENUREMENT

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

6.7      Assignment

No party  hereto may assign any of its right,  title or interest in, to or under
Ihis  Agreement,  nor will any such  purported  assignment  be valid amongst the
parties  hereto,  except with the prior written  consent of all parties  hereto,
such consent not to be unreasonably withheld.

6.S      GOVERNING LAW

This Agreement will be construed and  interpreted in accordance with the laws of
the Province of Ontario, Canada and the laws of Canada applicable therein.

6.9      NOTICES

All notices,  payments,  and other required  communications  ("Notices'") to the
parties hereto shall be in writing and shall be addressed  respectively at their
addresses first noted above. All notices shall be given (i) by personal delivery
to the  parry  by  leaving  a copy at the  place  specified  for  notice  with a
receptionist  or an  apparently  responsible  individual,  or (ii) by electronic
facsimile  communication.  All  notices  will be  effective  and will be  deemed
delivered  (i) if by persona]  delivery,  on the date of  delivery if  delivered
during normal business hours and. if not delivered during normal business hours,
on  the  next  business  day  following  delivery,  and  (ii)  if by  electronic
communication,  on the next  business day  following  receipt of the  electronic
communication. A party hereto may change its address for notice by notice to the
other party.

6.10     COUNTERPARTS

This Agreement,  and any  certificates or other writing  delivered in connection
herewith,  may be executed in any number of counterparts with the same effect as
if all parties hereto had all signed the same

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instrument.  The execution of this  Agreement and any other writing by any party
hereto or thereto  will not become  effective  until  counterparts  hereof or or
therof,  as the case may be, have been  executed  by all the  parties  hereto or
thereto,  and executed copies  delivered for each party who is a party hereto or
thereto.  Such delivery may be made by facsimile  transmission  of the execution
page or pages  hereof  or  thereof  to each of the  other  parties  by the party
signing the particular counterpart, provided that forthwith after such facsimile
transmission,  an originally  executed  execution  page or pages is forwarded by
prepaid  express  courier to the other party by the party signing the particular
counterpart.

The parties  herein have  executed and delivered  this  Agreement as of the date
first, written above.

QUARTZ VENTURES INC


Per: __________________________
     Glenn Ennis, President


     /s/ DAVID HEYMAN
     __________________________
         David Heyman



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6.10     COUNTERPARTS

This Agreement,  and any  certificates or other writing  delivered in connection
herewith,  may be executed in any number of counterparts with the same effect as
if all parties hereto had all signed the same instrument.  The execution of this
Agreement  and any other  writing by any party hereto or thereto will not become
effective until counterparts  hereof or or therof, as the case may be, have been
executed by all the parties hereto or thereto, and executed copies delivered for
each  party  who is a party  hereto or  thereto.  Such  delivery  may be made by
facsimile  transmission of the execution page or pages hereof or thereof to each
of the other parties by the party signing the particular  counterpart,  provided
that  forthwith  after  such  facsimile  transmission,  an  originally  executed
execution  page or pages is  forwarded by prepaid  express  courier to the other
party by the party signing the particular counterpart.

The parties  herein have  executed and delivered  this  Agreement as of the date
first, written above.

QUARTZ VENTURES INC


Per: /s/ GLENN ENNIS
     __________________________
     Glenn Ennis, President



     __________________________
         David Heyman




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                                   Schedule 1

                            Description of Property



CLAIM NAME                     MINING DIVISION                 TENURE NUMBER

Horse's Wilher                       Albemi                         548275
Fetlock                              Albemi                         549813









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                                       QUARTZ VENTURES.

                MINUTES OF A MEETING OF THE SOLE DIRECTOR OF THE
                COMPANY HELD ON JANUARY 15, 2007 AT 2215 ALDER STREET,
                VANCOUVER, BRITISH COLUMBIA


Present:      Glenn Ennis

Glenn Ennis took the chair and acted as the Recording Secretary of the Meeting.

MINERAL PROPERTY PURCHASE AGREEMENT

                  WHEREAS  the Company  wishes to enter into a Mineral  Property
Purchase Agreement to acquire a 100% interest in two mineral  exploration claims
located in the Alberni Mining Division.  BC for consideration of $ 8,000 payable
to David Heyman, the vendor;

                  AND  WHEREAS the sole  director of the Company  present at the
meeting has reviewed a copy of the proposed purchase agreement;

UPON MOTION duly made it was;

RESOLVED that:

1.   The sole diretor of the Company hereby  approve the Company's  execution of
     the  property  purchase  agreement  between the  Company and David  Heyman,
     respecting  the Property upon the terms as set out in the form of agreement
     presented to the meeting;

2.   The Company pay a sum of US$8,000 to David  Hcyman in  accordance  with the
     property purchase agreement

3.   The President of the Company or any one Director be and the same are hereby
     authorized  to sign any and all  documentation  necessary to complete  this
     transaction, including the agreement.


TERMINATION OF MEETING

UPON MOTION, If WAS RESOLVED that the Meeting terminate.