MINERAL PROPERTY STAKING AND PURCHASE AGREEMENT


                  THIS AGREEMENT dated for reference January 29, 2004.

BETWEEN:

                  PETER BURJOSKI of PO Box 176, Altin, British Columbia,V0W 1A0;

                  (the "Vendor")

                                                               OF THE FIRST PART

AND:

                  AZZORO INC., a body corporate, duly incorporated under the
                  laws of the Nevada and having an office at 1030 - 475 Howe
                  Street, Vancouver, British Columbia, V6C 2B3;

                  (the "Purchaser")

                                                              OF THE SECOND PART

W H E R E A S:

A. The Vendor  intends to stake eight mineral claims  located  approximately  35
northeast of Atlin,  Atlin Mining  Division,  British Columbia in an area having
the  potential  to contain  gold,  tungsten  and  molybdenum  mineralization  or
deposits (collectively, the "Claims");

B.                The parties have agreed that the Vendor will sell  the  Claims
to the Purchaser upon the terms and conditions hereinafter set forth;

                  NOW THEREFORE THIS AGREEMENT  WITNESSETH that in consideration
of the mutual covenants and provisos herein contained,  THE PARTIES HERETO AGREE
AS FOLLOWS:

1.                THE VENDOR'S REPRESENTATIONS

1.1 The Vendor represents and warrants to the Purchaser that  upon completion of
the staking referred to herein:

         (a)      The Vendor will be the registered and beneficial owner of  the
                  mineral  interests  comprising the  Claims  and  will hold the
                  right to explore and develop the Claims;

         (b)      the Vendor,  as beneficial owner of the Claims,  will hold all
                  of the Claims free and clear of all liens,  charges and claims
                  of and the Vendor will have free and unimpeded right of access
                  to the  Claims  and have  use of the  Claims  surface  for the
                  herein purposes;

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         (c)      The  Claims  will  have  been  duly and  validly  located  and
                  recorded in a good and miner-like  manner pursuant to the laws
                  of British  Columbia  and will be in good  standing  as of the
                  date of this Agreement; and

         (d)      There will be no adverse  claims or  challenges  against or to
                  the  Vendor's  ownership  of or title to any of the Claims nor
                  any  basis   therefor,   and  there  will  be  no  outstanding
                  agreements or options to acquire or purchase the Claims or any
                  portion thereof.

1.2 The  representations  and  warranties of the Vendor set out in paragraph 2.1
above form a part of this Agreement and are conditions  upon which the Purchaser
has relied in entering into this Agreement and shall survive the  acquisition of
any interest in the Claims by the Purchaser.

2.                THE PURCHASER'S REPRESENTATIONS

                  The Purchaser warrants and represents to the Vendor that it is
a body corporate,  duly incorporated  under the laws of the State of Nevada with
full power and absolute capacity to enter into this Agreement and that the terms
of this Agreement have been authorized by all necessary corporate acts and deeds
in order to give effect to the terms hereof.

3.                SALE OF CLAIMS

3.1 The Vendor hereby agrees to sell a 100% undivided right,  title and interest
in and to the Claims in  consideration of the Purchaser paying to the Vendor the
sum of $5,000 to the Purchaser forthwith upon receipt of:

         (a)      confirmation that the Claims have be staked and recorded; and

         (b)      a technical report on the Claims prepared by a qualified
                  professional geologist.

3.2 Upon the receipt of these payments,  the Vendor hereby confirms that he will
hold the Claims in trust for the Purchaser.  Thereafter, upon the request of the
Purchaser,  the Vendor shall assist the Purchaser to record this  Agreement with
the  appropriate  mining  recorder and, when required,  the Vendor shall further
provide the Purchaser  with such  recordable  documents as the Purchaser and its
counsel shall require to record its due interest in respect of the Claims.

4.                RIGHT TO ABANDON PROPERTY INTERESTS

4.1 Should the Purchaser, in its sole discretion, determine that any part of the
Claims  no  longer  warrants  further  exploration  and  development,  then  the
Purchaser may abandon such interest  provided the Purchaser returns to Claims to
the Vendor at least 30 days prior to any deadline for additional assessment work
to be completed.

5.                FURTHER ASSURANCES

                  The parties hereto agree to do or cause to be done all acts or
things necessary to implement and carry into effect the provisions and intent of
this Agreement.

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6.                FORCE MAJEURE

                  If the  Purchaser  is  prevented  from or delayed in complying
with any  provisions of this Agreement by reasons of strikes,  labour  disputes,
lockouts,  labour  shortages,  power  shortages,   fires,  wars,  acts  of  God,
governmental  regulations  restricting  normal operations or any other reason or
reasons  beyond  the  control  of  the  Purchaser,  the  time  limited  for  the
performance  of the various  provisions of this Agreement as set out above shall
be extended by a period of time equal in length to the period of such prevention
and delay,  and the  Purchaser,  insofar as is  possible,  shall  promptly  give
written  notice  to  the  Vendor  of the  particulars  of the  reasons  for  any
prevention or delay under this section,  and shall take all reasonable  steps to
remove the cause of such  prevention  or delay and shall give written  notice to
the Vendor as soon as such cause ceases to exist.

7.                CONFIDENTIAL INFORMATION

                  No  information  furnished  by the  Purchaser  to  the  Vendor
hereunder  in  respect  of the  activities  carried  out on  the  Claims  by the
Purchaser,  or related to the sale of mineral  products derived from the Claims,
shall be  published  by the  Vendor  without  the prior  written  consent of the
Purchaser,  but such  consent in respect of the  reporting of factual data shall
not be unreasonably withheld.

8.                ENTIRE AGREEMENT

                  This  Agreement  constitutes  the  entire  agreement  to  date
between  the  parties   hereto  and   supersedes   every   previous   agreement,
communication,   expectation,  negotiation,   representation  or  understanding,
whether oral or written, express or implied, statutory or otherwise, between the
parties hereto with respect to the subject matter of this Agreement.

9.                NOTICE

9.1 Any notice  required to be given under this Agreement  shall be deemed to be
well and  sufficiently  given if delivered by  facsimile,  or sent by registered
mail, in the case of the Vendor addressed as follows:

                  Peter Burjoski
                  PO Box 176
                  Atlin, British Columbia
                  V0W 1A0

and in the case of the Purchaser addressed as follows:

                  Azzoro Inc.
                  1030 - 475 Howe Street
                  Vancouver, British Columbia, V6C 2B3

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and any  notice  given as  aforesaid  shall be  deemed to have  been  given,  if
delivered by facsimile,  when transmitted,  or if mailed, on the second business
day after the date of mailing.

9.2               Either party hereto may from time to time by notice in writing
change its address for the purpose of this section.

10.               RELATIONSHIP OF PARTIES

                  Nothing  contained  in this  Agreement  shall,  except  to the
extent specifically  authorized hereunder,  be deemed to constitute either party
hereto a partner, agent or legal representative of the other party.

11.               FURTHER ASSURANCES

                  The parties hereto agree to do or cause to be done all acts or
things necessary to implement and carry into effect the provisions and intent of
this Agreement.

12.               TIME OF ESSENCE

                  Time shall be of the essence of this Agreement.

13.               TITLES

                  The  titles to the  respective  sections  hereof  shall not be
deemed a part of this  Agreement  but shall be  regarded as having been used for
convenience only.

14.               CURRENCY

                  All funds referred to under the terms of this Agreement  shall
be funds designated in the lawful currency of the United States of America.

15.               APPLICABLE LAW

                  For all purposes,  this Agreement will be governed exclusively
by and  construed  and enforced in  accordance  with the laws  prevailing in the
Province of British Columbia.

16.               ENUREMENT

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

17.               ASSIGNMENT

                  This agreement may be assigned by either party hereto with the
written  consent of the other  party  which  consent  shall not be  unreasonably
withheld.


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                  IN WITNESS  WHEREOF this Agreement has been executed as of the
day and year first above written.

                                                     AZZORO INC.

/s/ Peter Burjoski                                   per:  /s/ Ted Burylo
---------------------                                ---------------------
PETER BURJOSKI                                       TED BURYLO, PRESIDENT