Filed by Automated Filing Services Inc. (604) 609-0244 - The Stallion Group - Exhibit 10.1






OPTION TO PURCHASE AND ROYALTY AGREEMENT


THIS AGREEMENT made as of the 31st day of May, 2004.

BETWEEN:


  
    
      
         MAYAN MINERALS LTD., a company duly
          incorporated under the laws of the Province of British Columbia, having
          its register office at Suite 1650 – 999 West Hastings Street, Vancouver,
          BC, V6C 2W2 

        (hereinafter called "Mayan")

      

    

  



 OF THE FIRST PART

AND:




  
    
      
         THE STALLION GROUP, a company duly incorporated
          under the laws of the State of Nevada, having an office at 5728 –
          125A Street, Surrey, BC, V3X 3G8 

         (hereinafter called "Stallion")

      

    

  



 OF THE SECOND PART

WHEREAS:



	 A.      	 Mayan is the sole beneficial owner of 100% of the
        right, title and interest in and to the Bell 1-4 Mining Claims, which
        are situated in the Omineca Mining District, which mining claims are more
        particularly described in Schedule "A" attached hereto and forming part
        hereof (hereinafter together with any form of successor or substitute
        mineral tenure called the "Claims"). 

	 
	 B.      	 Angel Jade Mines Ltd. ("Angel Jade") is the recorded
        owner of the Claims, and holds title to the Claims on the behalf of Mayan.
      

	 
	 C.      	 The parties now wish to enter into an agreement
        granting to Stallion the exclusive right and option to acquire an undivided
        100% of the right, title and interest in and to the Claims 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)      	 "Angel Jade" means Angel Jade Mines Ltd., a company
        incorporated under the laws of the Province of British Columbia. 

	 
	 	 (c)      	 "Mineral Products" means the products derived from
        operating the Claims as a mine. 








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	 	 (d)      	 "Net Smelter Returns" means the proceeds received by Stallion
      from any smelter or other purchaser from the sale of any ores, concentrates
      or minerals produced from the Claims 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 Claims to such smelter or other purchaser, including related transport;
    
	 
	 	 	 (ii)      	 smelting and refining charges including penalties; 
	 
	 	 	 (iii)      	 marketing costs. 
	 
	 	 (e)      	 "Option" means the option granted by Mayan to Stallion pursuant
      to Section 3. 
	 
	 	 (f)      	 "Operating the Claims as a mine" or "Operation of the Claims
      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 Claims. 
	 
	 	 (g)      	 "Royalty" means the royalty to be paid by Stallion to Mayan
      pursuant to subsection 9.1. 
	 
	 	 (h)      	 "Dollars ($)" means legal currency of Canada. 
	 


	 2.      	 REPRESENTATIONS AND WARRANTIES 
	 
	 2.1      
	 Stallion represents and warrants to Mayan
        that: 

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

	 
	 	 (b)      
	 Stallion 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 Stallion 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 Stallion's
        constating documents. 

	 
	 2.2      
	 Mayan represents and warrants to Stallion:
      

	 
	 	 (a)      
	 the Claims consist of the Bell 1-4 Mineral Claims
        which have been duly and validly staked and recorded, are accurately described
        in Schedule "A", are presently in good standing under the laws of the
        jurisdiction in which they are located and, except as set forth herein,
        are free and clear of all liens, charges and encumbrances; 

	 
	 	 (b)     
      
	 Mayan is the sole beneficial owner of a 100% interest
        in and to the Claims 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 Claims in accordance with the terms of this Agreement; 

	 
	 	 (c)      
	 Angel Jade is the registered owner of the Claims
        and holds title to the Claims on behalf of Mayan; 

	 
	 	 (d)      
	 no person, firm or corporation has any proprietary
        or possessory interest in the Claims other than Mayan and Angel Jade and
        no person is entitled to any royalty or other payment in the nature of
        rent or royalty on any minerals, ores, metals or concentrates or any other
        such products removed from the Claims; 

	 
	 	 (e)      
	 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 








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	 	 contemplated will conflict with, result in the breach
        of or accelerate the performance required by any agreement to which Angel
        Jade is a party or by which it is bound; 

	 
	 (f)      	 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
        Claims by Stallion 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      	 Mayan hereby gives and grants to Stallion
        the sole and exclusive right and option to acquire an undivided 100% of
        the right, title and interest of Mayan in and to the Claims, subject only
        to Mayan receiving the annual payments and the Royalty, in accordance
        with the terms of this Agreement for and in consideration of the following:
      

	 
	 	 (b)     
      
	 Stallion, or its permitted assigns, incurring exploration
        expenditures on the Claims of a minimum of $35,000 on or before August
        31, 2005; and 

	 
	 	 (c)      
	 Stallion, or its permitted assigns, incurring exploration
        expenditures on the Claims of a further $85,000 (for aggregate minimum
        exploration expenses of $120,000) on or before August 31, 2006. 

	 
	 3.2      	 Upon exercise of the Option, Stallion
        agrees to pay Mayan, commencing January 1, 2007, the sum of $50,000 per
        annum as prepayment of the Net Smelter Royalty for so long as Stallion,
        or its permitted assigns, hold 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 
	 
	 4.1      
	 Until such time as the Option has been
        exercised, Stallion, 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 Stallion in its sole discretion may consider advisable;
      and 
	 
	 	 (d)      
	 bring and erect upon the Claims such facilities as Stallion may consider
      advisable. 
	 
	 5.     
      
	 TERMINATION 

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

	 
	 	 (a)      
	 on August 31, 2005 at 11:59 P.M., unless on or before that date, Stallion
      has incurred exploration expenditures of a minimum of $35,000 on the Claims;
    
	 
	 	 (b)      	 on August 31, 2006 at 11:59 P.M., unless on or before
        that date, Stallion has incurred exploration expenditures of a cumulative
        minimum of $120,000 on the Claims; 








 - 4 -

	 (c)      	 at 11:59 P.M. on January 1 of each and every year,
        commencing on January 1, 2007, unless Stallion has paid to Mayan the sum
        of $100,000 on or before that date. 

	 


	 6.      	 COVENANTS OF MAYAN 

	 
	 6.1      	 Mayan will: 

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

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

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

	 
	 7.      	 COVENANTS OF STALLION 

	 
	 7.1      	 Stallion 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 Mayan, 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 Stallion 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 minerlike manner and in compliance with all applicable
        Federal, Provincial and local laws, rules, orders and regulations, and
        indemnify and save Mayan harmless from any and all claims, suits, actions
        made or brought against it as a result of work done by Stallion 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 Stallion has incurred the exploration
        expenditures, and made the payments set out in Section 3.1, Stallion will,
        subject to the right of Mayan to receive the Royalty and the obligation
        of Stallion to make the annual payments set out in Section 3.2, own an
        undivided 100% of Mayan's right, title, and interest in and to the Claims.
      

	 
	 9.      	 ROYALTY 

	 
	 9.1      	 Stallion will pay to Mayan an annual royalty
        equal to three percent (3%) of Net Smelter Returns, subject to Section
        9.4. 

	 
	 9.2      	 After the exercise of the Option, payment
        of the Royalty will be made quarterly within 30 days after the end of
        each yearly quarter based upon a year commencing on the 1st day of January
        and expiring on the 31st day of December in any year in which production
        occurs. Within 60 days after the end of each year for which the Royalty
        is payable, the records relating to the calculation 








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	 	 of Net Smelter Returns for such year will
        be audited by Stallion and any adjustments in the payment of the Royalty
        will be made forthwith after completion of the audit. All payments of
        the Royalty for a year will be deemed final and in full satisfaction of
        all obligations of Stallion in respect thereof if such payments or calculations
        thereof are not disputed by Mayan within 60 days after receipt by Mayan
        of the said audit statement. Stallion will maintain accurate records relevant
        to the determination of Net Smelter Returns and Mayan, or its authorized
        agent, shall be permitted the right to examine such records at all reasonable
        times. 

	 
	 9.3      
	 The determination of Net Smelter Returns
        royalty hereunder is based on the premise that production will be developed
        solely on the Claims except that Stallion will have the right to commingle
        ore mined from the Claims with ore mined and produced from other properties
        provided Stallion will adopt and employ reasonable practices and procedures
        for weighing, sampling and assaying, in order to determine the amounts
        of products derived from, or attributable to commingled ore mined and
        produced from the Claims. Stallion will maintain accurate records of the
        results of such sampling, weighing and analysis with respect to any commingled
        ore mined and produced from the Claims. Mayan or its authorized agents
        will be permitted the right to examine at all reasonable times such records
        pertaining to comingling of ore or to the calculation of Net Smelter Returns.
      

	 
	 9.4      
	 Stallion shall have the right at any time
        to purchase one-half of the Royalty by paying to Mayan the sum of $1,000,000
        per Royalty percentage point. 

	 
	 10.     
      
	 OBLIGATIONS OF STALLION AFTER TERMINATION
      

	 
	 10.1      
	 In the event of the termination of the
        Option, Stallion 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 Mayan within 60 days of its written request
        a comprehensive report on all work carried out by Stallion on the Claims
        (limited to factual matter only) together with copies of all maps, drill
        logs, assay results and other technical data compiled by Stallion with
        respect to the Claims; 

	 
	 	 (c)      
	 have the right, and obligation on demand made by
        Mayan, 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 Stallion provided that at the option
        of Mayan, any or all of facilities not so removed will become the property
        of Mayan; and 

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

	 
	 11.      	 TRANSFER OF TITLE 

	 
	 11.1      	 Upon the request of Stallion, Mayan will
        deliver to Stallion a duly executed transfer in registrable form of an
        undivided 100% of Mayan's right, title and interest in and to the Claims
        in favour of Stallion which Stallion 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 11.1 is for administrative convenience
        only and beneficial ownership of an undivided 100% interest in the Claims
        will pass to Stallion only in accordance with the terms and conditions
        of this Agreement. 








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	 12.      	 REGISTRATION OF AGREEMENT 

	 
	 12.1      	 Notwithstanding Section 11 of this Agreement,
        Stallion or Mayan will have the right at any time to register this Agreement
        or a Memorandum thereof against title to the Claims. 

	 
	 13.      	 DISPOSITION OF CLAIM 

	 
	 13.1      	 Stallion 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, Stallion has first
        obtained the consent in writing of Mayan, 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 Mayan its agreement related to this Agreement
        and to the Claims, containing: 

	 
	 	 (a)     
      
	 a covenant with Mayan by such transferee to perform
        all the obligations of Stallion to be performed under this Agreement in
        respect of the interest to be acquired by it from Stallion, 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
        13.1. 

	 
	 13.2      	 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. 

	 
	 14.      	 ABANDONMENT OF PROPERTY 
	 


	 14.1 	 Stallion 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 Mayan, such notice to list the
        part or parts of the Claims to be abandoned, and if within 30 days of
        receipt of such notice Mayan delivers to Stallion a notice ("Reacquisition
        Notice") stating its intention to reacquire all or part or parts of the
        Claims, Stallion will deliver to Mayan duly executed recordable transfers
        of its interest in such part or parts of the Claims as Mayan 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 Stallion or its agents or subcontractors hereunder. 
      

	  	 
	 15. 	 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 Mayan Mining Ltd. 

	 	 	 1650 - 999 West Hastings Street 

        Vancouver, BC V6C 2W2 

	 	 	 Attention: David J. McCue 

	 
	 	 (b)      
	 if to The Stallion Group 

	 	 	 5728 – 125 A Street

        Surrey, BC V3X 3G8 

	 	 	 Attention: Gerald W. Williams
      

	 


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








 - 8 -

	 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 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. 








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	 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. 

 MAYAN MINERALS LTD. 

 

Per: ______________________________________________

          by its Authorized Signatory


 

STALLION GROUP VENTURES INC.

 

Per: ______________________________________________

          by its Authorized Signatory






 This is SCHEDULE "A" to an Agreement made as of the
  31st day of May, 2004 between MAYAN MINERALS LTD. and THE STALLION
  GROUP 


	 Claim Name  	  	 Tenure Number  	  	 Expiry Date  
	  	 	 	 	 
	 Bell 1  	  	 362113  	  	 April 24, 2006  
	 Bell 2  	  	 362114  	  	 April 24, 2006  
	 Bell 3  	  	 362115  	  	 April 24, 2006  
	 Bell 4  	  	 362116  	  	 April 24, 2006  



 

Omineca Mining District