Exhibit 10.1
Option Agreement


                           OPTION AGREEMENT


THIS AGREEMENT is dated for reference the 28th day of November, 2002.


BETWEEN:

               TERRY LONEY
An Ontario resident with an address at
               326 Penman Avenue
               Garson, Ontario  P3L 1S5


               (the "Optionor")
                                                     OF THE FIRST PART

AND:
               BAYVIEW CORPORATION
               a Nevada corporation with its registered address at
               Suite 880, 50 West Liberty Drive
               Reno, Nevada  89501

               ("Bayview")
                                                        OF SECOND PART


WHEREAS:

A.   The  Optionor is the owner of an undivided 100% right, title  and
     interest in and to mineral claims described in this Agreement;

B.   Bayview wishes to acquire the option to acquire a 85% interest in
     the Optionor's property on the terms and subject to the conditions
     contained in this Agreement;


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

1.   DEFINITIONS

1.1  In  this Agreement, the following terms will have the meaning set
     forth below:

(A)  "Exploration  and Development" means any and all  activities
 comprising or undertaken in connection with the exploration and
 development of the Property, the construction of a mine and mining
 facilities on or in proximity to the Property and placing the Property
 into commercial production;

 (B)  "Property" means and includes:

 (i)  the mining claims in the Sudbury Mining District, Ontario, Canada
 listed in Schedule A to this Agreement; and

 (ii) all rights and appurtenances pertaining to the mining claims
 listed in Schedule A, including all water and water rights, rights of
 way, and easements, both recorded and unrecorded, to which the
 Optionor is entitled;

C)  "Property Expenditures" means all reasonable and necessary monies
expended on or in connection with Exploration and Development as
determined in accordance with generally accepted accounting principles
including, without limiting the generality of the foregoing:

(i)  the cost of entering upon, surveying, prospecting and drilling on
               the Property;

ii) the cost of any geophysical, geochemical and geological reports
or surveys relating to the Property;

(iii)     all filing and other fees and charges necessary or advisable
to keep the Property in good standing with any regulatory authorities
               having jurisdiction;

(iv) all rentals, royalties, taxes (exclusive of all income taxes and
mining taxes based on income and which are or may be assessed against
any of the parties hereto) and any assessments whatsoever, whether the
same constitute charges on the Property or arise as a result of the
               operation thereon;

(v)  the cost, including rent and finance charges, of all buildings,
machinery, tools, appliances and equipment and related capital items
that may be erected, installed and used from time to time in
               connection with Exploration and Development;

(vi) the cost of construction and maintenance of camps required for
               Exploration and Development;

(vii)     the cost of transporting persons, supplies, machinery and
equipment in connection with Exploration and Development;

(viii)    all wages and salaries of persons engaged in Exploration and
Development and any assessments or levies made under the authority of
 any regulatory body having jurisdiction with respect to such persons
or supplying food, lodging and other reasonable needs for such
persons

 (ix) all costs of consulting and other engineering services including
  report         preparation;

(x)  the cost of compliance with all statutes, orders and regulations
respecting environmental reclamation, restoration and other like work
 required as a result of conducting Exploration and Development; and

(xi) all costs of searching for, digging, working, sampling,
 transporting, mining and procuring diamonds, other minerals, ores, and
 metals from and out of the Property;

2.   OPTION

2.1  The  Optionor  hereby grants to Bayview the exclusive  right  and
     option to acquire an undivided 85% right, title and interest in and to
     the Property (the "Option") for total consideration consisting of a 1%
     Net Smelter Return attached as schedule "C" hereto, cash payments to
     the  Optionor totalling $8,500 US and the incurrence of  Property
     Expenditures totalling $203,800 US to be made as follows:

     (A)  upon  execution  of  this  Agreement,  the  payment  to  the
          Optionor of the sum of $8,500 US;

     (B)        by  November  30,  2003, the  incurrence  of  Property
       Expenditures in the            amount of $24,600 US;

     (C)       by November 30, 2004, the incurrence of Property
       Expenditures in the            further amount of $179,200 US for total
       aggregate Property Expenditures       of $203,800 by November 30,
       2004, provided that any Property                      Expenditures
       incurred prior to November 30, 2003 which are in excess of
       $24,600 will be applied to the further required amount of $179,200.

2.2  Upon  making  the  cash  payments and  Property  Expenditures  as
     specified in Paragraph 2.1, Bayview shall have acquired an undivided
     85% right, title and interest in and to the Property.

2.3  This Agreement is an option only and the doing of any act or  the
     making of any payment by Bayview shall not obligate Bayview to do any
     further acts or make any further payments.

3.   TRANSFER OF TITLE

3.1  Upon  execution of this Agreement, Bayview shall be  entitled  to
     record this Agreement against title to the Property.

3.2  Upon  making  the  cash  payments and  Property  Expenditures  as
     specified in Paragraph 2.1, the Optionor shall deliver to Bayview a
     duly executed bill of sale or quit claim deed and such other executed
     documents  of  transfer as required, in the opinion of  Bayview's
     lawyers, for the transfer of an undivided 85% interest in the Property
     to Bayview.

4.   JOINT VENTURE

4.1  Upon  Bayview acquiring an interest in the Property  pursuant  to
     paragraph 2.1, the Optionor and Bayview agree to join and participate
     in  a single purpose joint venture ( the "Joint Venture") for the
     purpose of further exploring and developing and, if economically and
     politically  feasible, constructing and operating a mine  on  the
     Property.  The Joint Venture shall be governed by an agreement which
     shall be in the form of joint venture agreement attached as Schedule B
     hereto.

5.
     RIGHT OF ENTRY

5.1  During  the  currency of this Agreement, Bayview,  its  servants,
     agents and workmen and any persons duly authorised by Bayview, shall
     have  the right of access to and from and to enter upon and  take
     possession of and prospect, explore and develop the Property in such
     manner as Bayview in its sole discretion may deem advisable for the
     purpose of incurring Property Expenditures as contemplated by Section
     2,  and  shall have the right to remove and ship therefrom  ores,
     minerals, metals, or other products recovered in any manner therefrom.

6.   COVENANTS OF BAYVIEW

6.1  Bayview covenants and agrees that:

     (A)  during  the term of this Agreement, Bayview shall  keep  the
          Property clear of all liens, encumbrances and other charges and shall
          keep the Optionor indemnified in respect thereof;

     (B)  Bayview shall carry on all operations on the Property in a good
          and workmanlike manner and in compliance with all applicable
          governmental regulations and restrictions including but not limited to
          the posting of any reclamation bonds as may be required by any
          governmental regulations or regulatory authorities;

     (C)  during the term of the option herein, Bayview shall pay or cause
          to be paid any rates, taxes, duties, royalties, workers' compensation
          or other assessments or fees levied with respect to its operations
          thereon and in particular Bayview shall pay the yearly claim
          maintenance payments necessary to maintain the claims in good
          standing;

     (D)  Bayview  shall maintain books of account in respect  of  its
          expenditures and operations on the Property and, upon reasonable
          notice,  shall  make such books available for inspection  by
          representatives of the Optionor;

     (E)  Bayview shall allow any duly authorised agent or representative
          of the Optionor to inspect the Property at reasonable times and
          intervals and upon reasonable notice given to Bayview, provided
          however, that it is agreed and understood that any such agent or
          representative shall be at his own risk in respect of, and Bayview
          shall not be liable for, any injury incurred while on the Property,
          howsoever caused;

     (F)  Bayview shall allow the Optionor access at reasonable times to
          all maps, reports, sample results and other technical data prepared or
          obtained by Bayview in connection with its operations on the Property;

     (G)  Bayview shall indemnify and save the Optionor harmless of and
          from any and all costs, claims, loss and damages whatsoever incidental
          to or arising out of any work or operations carried out by or on
          behalf of Bayview on the Property, including any liability of an
          environmental nature.

7.   REPRESENTATIONS AND WARRANTIES

7.1  The Optionor hereby represents and warrants that:

     (A)  the Property is in good standing with all regulatory authorities
          having jurisdictions and all required claim maintenance payments have
          been made;

     (B)  it has not done anything whereby the mineral claims comprising
          the Property may be in any way encumbered;

     (C)  it has full corporate power and authority to enter into this
          Agreement and the entering into of this Agreement does not conflict
          with any applicable laws or with its charter documents or any contract
          or other commitment to which it is party; and

     (D)  the execution of this Agreement and the performance of its terms
          have been duly authorised by all necessary corporate actions including
          the resolution of its Board of Directors.

7.2  Bayview hereby represents and warrants that:

     (A)  it has full corporate power and authority to enter into this
          Agreement and the entering into of this Agreement does not conflict
          with any applicable laws or with its charter documents or any contract
          or other commitment to which it is party; and

     (B)  the execution of this Agreement and the performance of its terms
          have been duly authorised by all necessary corporate actions including
          the resolution of its Board of Directors.

8.   ASSIGNMENT

8.1  With  the consent of the other party, which consent shall not  be
     unreasonably withheld, Bayview and the Optionor has the right  to
     assign all or any part of its interest in this Agreement and or in the
     Property, subject to the terms and conditions of this Agreement.  It
     shall  be  a condition precedent to any such assignment that  the
     assignee of the interest being transferred agrees to be bound by the
     terms of this Agreement, insofar as they are applicable.

9.   CONFIDENTIALITY OF INFORMATION

9.1  Each  of  Bayview and the Optionor shall treat all data, reports,
     records and other information of any nature whatsoever relating to
     this Agreement and the Property as confidential, except where such
     information must be disclosed for public disclosure requirements of a
     public company.

10.  TERMINATION

10.1 Until such time as Bayview has acquired an undivided 85% interest
     in the Property pursuant to Section 2, this Agreement shall terminate
     upon any of the following events:

     (A)  upon the failure of Bayview to make a payment or incur Property
          Expenditures required by and within the time limits prescribed by
          Paragraph 2.1;

     (B)  in the event that Bayview, not being at the time in default under
          any provision of this Agreement, gives 30 day's written notice to the
          Optionor of the termination of this Agreement;

     (C)  in the event that Bayview shall fail to comply with any of its
          obligations hereunder, other than the obligations contained in
          Paragraph 2.1, and subject to Paragraph 11.1,  and within 30 days of
          receipt by Bayview of written notice from the Optionor of such
          default, Bayview has not:

          (i)  cured such default, or commenced proceedings to cure such default
               and prosecuted same to completion without undue delay; or

          (ii) given the Optionor notice that it denies that such default has
               occurred.

     (D)  delivery  of  notice of termination by Bayview  pursuant  to
          Paragraph 2.1 in the event the Geological Report is not acceptable;

     (E)  the  inability of Bayview to complete the private  placement
          referred to in Paragraph 2.1(c).

In  the  event that Bayview gives notice that it denies that a default
has  occurred, Bayview shall not be deemed in default until the matter
shall  have  been  determined finally through such  means  of  dispute
resolution as such matter has been subjected to by either party.

10.2 Upon termination of this Agreement under Paragraph 10.1,  Bayview
     shall:

     (A)  transfer any interest in title to the Property, in good standing
          to  the  Optionor free and clear of all liens, charges,  and
          encumbrances;

     (B)  turn over to the Optionor copies of all maps, reports, sample
          results, contracts and other data and documentation in the possession
          of Bayview or, to the extent within Bayview's control, in the
          possession of its agents, employees or  independent contractors, in
          connection with its operations on the Property; and

     (C)  ensure that the Property is in a safe condition and complies with
          all environmental and safety standards imposed by any duly authorised
          regulatory authority.

10.3 Upon  the  termination  of this Agreement under  Paragraph  10.1,
     Bayview shall cease to be liable to the Optionor in debt, damages or
     otherwise save for the performance of those of its obligations which
     theretofore should have been performed, including those obligations in
     Paragraph 10.2.

10.4 Upon  termination  of this Agreement, Bayview  shall  vacate  the
     Property within a reasonable time after such termination, but shall
     have the right of access to the Property for a period of six months
     thereafter  for the purpose of removing its chattels,  machinery,
     equipment and fixtures.

11.  FORCE  MAJEURE

11.1 The  time for performance of any act or making any payment or any
     expenditure required under this Agreement shall be extended by the
     period of any delay or inability to perform due to fire, strikes,
     labour disturbances, riots, civil commotion, wars, acts of God, any
     present or future law or governmental regulation, any shortages of
     labour, equipment or materials, or any other cause not reasonably
     within  the control of the party in default, other than  lack  of
     finances.

12.  REGULATORY APPROVAL

12.1 If  this  Agreement  is  subject to the  prior  approval  of  any
     securities regulatory bodies, then the parties shall use their best
     efforts to obtain such regulatory approvals.

13.  NOTICES

13.1 Any  notice,  election,  consent or  other  writing  required  or
     permitted to be given hereunder shall be deemed to be sufficiently
     given if delivered or mailed postage prepaid or if given by telegram,
     telex or telecopier, addressed as follows:

     In the case of the Optionor:       Terry Loney
                                   326 Penman Avenue
                                   Garson, Ontario
                                   Canada  P3L 1S5

                                   Telecopier: (705) 693-7705

     In the case of Bayview :           Bayview Corporation
                                   1859 Spyglass Place, Suite 110
                                   Vancouver, BC
                                   Canada  V6E 2R1

Telecopier: (604) 648-9262


and  any  such notice given as aforesaid shall be deemed to have  been
given  to  the  parties  hereto if delivered, when  delivered,  or  if
mailed,  on the third business day following the date of mailing,  or,
if  telegraphed,  telexed  or telecopied,  on  the  same  day  as  the
telegraphing,  telexing or telecopying thereof PROVIDED  HOWEVER  that
during  the  period  of any postal interruption in Canada  any  notice
given hereunder by mail shall be deemed to have been given only as  of
the  date of actual delivery of the same.  Any party may from time  to
time  by notice in writing change its address for the purposes of this
Paragraph 13.1.

14.  GENERAL TERMS AND CONDITIONS

14.1 The  parties  hereto  hereby covenant and agree  that  they  will
     execute such further agreements, conveyances and assurances as may be
     requisite, or which counsel for the parties may deem necessary to
     effectually carry out the intent of this Agreement.

14.2 This Agreement shall constitute the entire agreement between  the
     parties  with  respect  to the Property.  No  representations  or
     inducements have been made save as herein set forth.  No changes,
     alterations or modifications of this Agreement shall be binding upon
     either party until and unless a memorandum in writing to such effect
     shall have been signed by all parties hereto.  This Agreement shall
     supersede all previous written, oral or implied understandings between
     the parties with respect to the matters covered hereby.

14.3 Time shall be of the essence of this Agreement.

14.4 The  titles to the sections in this Agreement shall not be deemed
     to form part of this Agreement but shall be regarded as having been
     used for convenience of reference only.

14.5 Unless otherwise noted, all currency references contained in this
     Agreement shall be deemed to be references to United States funds.

14.6 Wherever  possible,  each provision of this  Agreement  shall  be
     interpreted  in  such manner as to be effective and  valid  under
     applicable law, but if any provision shall be prohibited by or be
     invalid under applicable law, such provision shall be ineffective only
     to the extent of such prohibition or invalidity, without invalidating
     the remainder of such provision or the remaining provisions of this
     Agreement.

14.7 The Schedules to this Agreement shall be construed with and as an
     integral part of this Agreement to the same extent as if they were set
     forth verbatim herein.

14.8 Defined  terms  contained in this Agreement shall have  the  same
     meanings where used in the Schedules.


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14.9 This Agreement shall be governed by and interpreted in accordance
     with the laws of British Columbia and the laws of Canada applicable
     therein.

14.10      This Agreement shall enure to the benefit of and be binding
     upon  the  parties hereto and their respective heirs,  executors,
     administrators, successors and assigns.

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


TERRY LONEY

______________________________
Signature of Authorised Signatory

______________________________
Name of Authorised Signatory

______________________________
Position of Authorised Signatory



BAYVIEW CORPORATION
by its authorised signatory:

______________________________
Signature of Authorised Signatory

______________________________
Name of Authorised Signatory

______________________________
Position of Authorised Signatory




                             SCHEDULE "A"






PROPERTY DESCRIPTION

              G.P.S. CO-ORDINATES:  5169500N and 521500E
SUDBURY MINING DISTRICT
                                ONTARIO
                                CANADA

List of Claims




    CLAIM NUMBERS           TOWNSHIP/AREA        CURRENT EXPIRY DATE

   3004254 - 11 UNITS         MACLENNAN        SEPTEMBER 10, 2004
   3004255 - 2 UNITS          MACLENNAN        SEPTEMBER 10, 2004

















                         SCHEDULE "B"


                    JOINT VENTURE AGREEMENT


                            EXPLORATION JOINT VENTURE AGREEMENT


THIS AGREEMENT made as of the ** day of **, 20**.


BETWEEN:

               TERRY LONEY
                                an Ontario resident with an address at
               326 Penman Avenue
               Garson, Ontario  P3L 1S5

               (the "Optionor")
                                                     OF THE FIRST PART

AND:
               BAYVIEW CORPORATION
               a Nevada corporation with its registered address at
               Suite 880, 50 West Liberty Drive,
               Reno, Nevada  89501

               ("Bayview")
                                                    OF THE SECOND PART




WHEREAS:

A.         Bayview  owns  a 85% and Terry Loney owns a  15%  undivided
right, title and interest in and to the Property;

B.         The parties wish to create a joint venture to carry out the
continued exploration of the Property on the terms and subject to  the
conditions hereinafter set forth;

C.        The parties have agreed that, if following the completion of
such  exploration  a Feasibility Report is prepared  which  recommends
placing  the Property into commercial production, they will  negotiate
and  settle a further joint venture agreement for the development  and
placing of the Property into commercial production;

NOW  THEREFORE THIS AGREEMENT WITNESSES that in consideration  of  the
premises, and of the mutual covenants and agreements herein contained,
the parties hereto have agreed and do hereby agree as follows:

1.        DEFINITIONS

1.1        In  this  Agreement, including the Recitals  and  Schedules
hereto  the  following words and expressions shall have the  following
meanings:

     (a)  "Affiliate" shall have the same meaning as under the Company
          Act (British Columbia) as at the date hereof;

     (b)  "Agreement"  means this Joint Venture Agreement  as  amended
          from time to time;

     (c)  "Costs"  means  all items of outlay and expense  whatsoever,
          both  direct  and indirect incurred by or on behalf  of  the
          parties,  in  connection with the Property, the  exploration
          and  development  thereof and expenses  in  respect  of  the
          Feasibility Report;

     (d)  "Feasibility Report" means a detailed written report of  the
          results of a comprehensive study on the economic feasibility
          of placing the Property or a portion thereof into commercial
          production and shall include a reasonable assessment of  the
          mineral  ore reserves and their amenability to metallurgical
          treatment, a description of the work, equipment and supplies
          required  to  bring the Property or a portion  thereof  into
          commercial  production  and the estimated  cost  thereof,  a
          description  of  the mining methods to  be  employed  and  a
          financial appraisal of the proposed operations supported  by
          an explanation of the data used therein;

     (e)  "Interest"   means   the  undivided  beneficial   percentage
          interest  from time to time of a party in the Joint Venture,
          the Property, and Mineral Products, as set out hereunder;

     (f)  "Joint Venture" means the joint venture created pursuant  to
          this Agreement;

     (g)  "Management    Committee"    means    the    committee    of
          representatives of the parties to this Agreement constituted
          in  accordance with the provisions of article 5 to manage or
          supervise the management of the business and affairs of  the
          Joint Venture;

     (h)  "Mineral  Products"  means  the end  products  derived  from
          operating the Property as a mine;

     (i)  "Net   Profits"   shall  mean  net  profits  calculated   in
          accordance with Schedule "B" hereto;
     (j)  "Operator" means the operator appointed pursuant to  article
          6;

     (k)  "Other  Tenements" means all surface rights of  and  to  any
          lands within or outside the Property including surface  held
          in  fee  or under lease, licence, easement, right of way  or
          other  rights of any kind (and all renewals, extensions  and
          amendments thereof or substitutions therefor) acquired by or
          on behalf of the parties with respect to the Property;

     (l)  "Program"  means a plan, including budgets, for the  Project
          or  any part thereof as approved by the Management Committee
          pursuant to this Agreement;

     (m)  "Project"  means  the  exploration and  development  of  the
          Property  and  preparation  and delivery  of  a  Feasibility
          Report;

     (n)  "Property"  means  those certain mining claims  and  related
          rights and interests set out and more particularly described
          in Schedule "A" hereto and Other Tenements and shall include
          any  renewal thereof and any form of substitute or successor
          title thereto; and

     (o)  "Royalty" shall mean a royalty on the Net Profits calculated
          and paid in accordance with Schedule "B" hereto.

2.        REPRESENTATIONS AND WARRANTIES

2.1       Bayview represents to Terry Loney that:

     (a)  it  is the legal and beneficial owner of a 85% Interest free
          and clear of all liens, charges and encumbrances; and

     (b)  save and except as set out herein, there is no adverse claim
          or  challenge  against or to the ownership of  or  title  to
          Bayview's  Interest or any portion thereof, nor is there any
          basis  therefor, and there are no outstanding agreements  or
          options  to acquire or purchase Bayview's  Interest  or  any
          portion thereof.

2.2       Terry Loney represents to Bayview that:

     (a)  it  is the legal and beneficial owner of a 15% Interest free
          and clear of all liens, charges and encumbrances; and

     (b)  save and except as set out herein, there is no adverse claim
          or  challenge  against or to the ownership of  or  title  to
          Terry  Loney's Interest or any portion thereof, nor is there
          any  basis therefor, and there are no outstanding agreements
          or  options to acquire or purchase Terry Loney's Interest or
          any portion thereof.

2.3       Each of the parties represents to the other that:

     (a)  it  is  a  company duly incorporated, organized and  validly
          subsisting under the laws of its incorporating jurisdiction;

     (b)  it has full power and authority to carry on its business and
          enter  into  this Agreement and any agreement or  instrument
          referred  to or contemplated by this Agreement and to  carry
          out and perform all of its obligations hereunder;

     (c)  it  has  duly obtained all corporate authorizations for  the
          execution,  delivery and performance of this  Agreement  and
          the  consummation  of the transactions herein  contemplated,
          and   the  execution,  delivery  and  performance  of   this
          Agreement  and  the consummation of the transactions  herein
          contemplated will not conflict with or result in any  breach
          of any covenants or agreements contained in, or constitute a
          default under, or result in the creation of any encumbrance,
          lien  or  charge  under  the provisions  of  its  constating
          documents  or  any indenture, agreement or other  instrument
          whatsoever to which it is a party or by which it is bound or
          to  which  it  may  be subject and will not  contravene  any
          applicable laws.

2.4        The representations and warranties hereinbefore set out are
conditions  on  which the parties have relied in  entering  into  this
Agreement,  are to be construed as both conditions and warranties  and
shall, regardless of any investigation which may have been made by  or
on  behalf of any party as to the accuracy of such representations and
warranties,  survive  the  closing of  the  transactions  contemplated
hereby  and  each  of the parties will indemnify and  save  the  other
harmless  from all loss, damage, costs, actions and suits arising  out
of  or in connection with any breach of any representation or warranty
contained  in  this  Agreement and each party shall  be  entitled,  in
addition to any other remedy to which it may be entitled, to  set  off
any  such loss, damage or costs suffered by it as a result of any such
breach  against  any payment required to be made by it  to  the  other
party hereunder.

3.        PURPOSE AND CREATION OF THE JOINT VENTURE

3.1        The  parties agree each with the other to  use  their  best
efforts  to  explore  and  develop  the  Property  with  the  goal  of
eventually  putting the Property into commercial production  should  a
Feasibility Report recommending commercial production be obtained  and
a   decision   to  commence  commercial  production  be  made,   which
Feasibility  Report  and  decision have  not,  at  the  date  of  this
Agreement, been obtained or made and for this purpose hereby agree  to
associate and participate in a single purpose joint venture  to  carry
out  all  such  acts which are necessary or appropriate,  directly  or
indirectly, to carry out the Project.

3.2        The  parties  have  not created a partnership  and  nothing
contained  in this Agreement shall in any manner whatsoever constitute
a  party the partner, agent or legal representative of any other party
or  create  any  fiduciary relationship between them for  any  purpose
whatsoever.  No party shall have any authority to act for or to assume
any  obligations or responsibility on behalf of any other party except
as  may  be,  from  time to time, agreed upon in writing  between  the
parties or as otherwise expressly provided.

3.3        The rights and obligations of each party shall be in  every
case several and not joint or joint and several.

3.4        Beneficial ownership of the Property shall remain  in  each
party in proportion to its respective Interest and any legal title  to
the  Property  held by any party shall be subject to  this  Agreement.
All  property  held, acquired or contributed by or on  behalf  of  the
parties  under  or  pursuant to this Agreement shall  be  beneficially
owned  by  the  parties as tenants in common in  proportion  to  their
respective Interests.

3.5       Each party shall make available its Interest exclusively for
the  purposes of the Project and, in particular, each party agrees  to
grant  a  mortgage,  charge,  lien or other  encumbrance  on,  or  any
security  interest in, its Interest to and in favour of any lender  to
facilitate financing of the Project or any portion thereof.

3.6       The rights and obligations of the parties created under this
Agreement  shall be strictly limited to the Project and shall  not  be
extended  by  implication  or otherwise,  except  with  the  unanimous
written consent of the parties.

3.7        Except  as  may  be otherwise expressly  provided  in  this
Agreement, nothing herein shall restrict in any way the freedom of any
party, except with respect to its Interest, to conduct as it sees  fit
any  business  or  activity whatsoever, including the  development  or
application  of  any  process, and the exploration  for,  development,
mining, extraction, production, handling, processing or any treatment,
transportation or marketing of any ore, mineral or other  product  for
any other purpose, without any accountability to any other party.

3.8        Each  party shall do all things and execute  all  documents
necessary  in order to maintain the Property and the Project  in  good
standing  provided that all Costs need only be met by  each  party  in
proportion to its Interest.

3.9        Except  as  may  be otherwise expressly specified  in  this
Agreement, each party, in proportion to its Interest, shall  indemnify
and  hold  harmless  each  other party  and  each  director,  officer,
employee,  agent  and  representative of each other  party,  from  and
against any claim of or liability to any third person asserted on  the
ground that action taken under this Agreement has resulted in or  will
result  in any loss or damage to such third person to the extent,  but
only to the extent, that such claim or liability is paid by such other
party in the amount in excess of that amount payable by reason of such
other  party's  Interest, but the foregoing shall  not  prejudice  any
claim of any party against the Operator.

3.10      Each party covenants and agrees with the other:

     (a)  to  perform  or  cause to be performed its  obligations  and
          commitments  under this Agreement and, without limiting  the
          generality  of the foregoing, to pay Costs in proportion  to
          its  Interest except as may be otherwise provided in article
          4 hereof;

     (b)  not to engage either alone or in association with others  in
          any  activity  in  respect of the Property  or  the  Project
          except as provided or authorized by this Agreement.

4.        DILUTION

4.1       Upon formation of the Joint Venture, Bayview shall be deemed
to  have  incurred Costs of $213,800 and Terry Loney to have  incurred
Costs of $32,070.

4.2       The respective Interests of the parties shall be subject  to
variation from time to time in the event:

     (a)  of  failure  by  a party to pay its proportionate  share  of
          Costs;

     (b)  subject  to section 8.6 hereof, of the election by  a  party
          not to participate in a Program; or

     (c)  subject to section 8.6 hereof, of the election by a party to
          pay less than its proportionate share of Costs in respect of
          a Program adopted by the Management Committee.

4.3        Upon  the  happening  of any of the  events  set  forth  in
subsection 4.2 hereof, each party's Interest shall be varied to  equal
the  product obtained by multiplying 100% by a fraction of  which  the
numerator shall be the amount of Costs paid by such party and of which
the  denominator  shall  be the total amount  of  Costs  paid  by  all
parties.   For the purposes of this section, the amount of Costs  paid
by  a party shall include the amount of Costs deemed to have been paid
by that party as set forth in section 4.1.

4.4        In  the event that a party's Interest is reduced to  5%  or
less  by the operation of section 4.3 hereof, such party shall forfeit
its  Interest  to  the other party and shall receive as  consideration
therefor a Royalty equal to 2% of Net Profits payable within  60  days
after  the  end  of each calendar quarter.  If, as a  result  of  such
forfeiture, one party has an Interest equal to 100% the Joint  Venture
shall terminate.

5.        MANAGEMENT COMMITTEE

5.1       A Management Committee, consisting of one representative  of
each  party,  and  one  or  more alternate representatives,  shall  be
constituted and appointed forthwith after the formation of  the  Joint
Venture.   The  Management Committee shall manage,  or  supervise  the
management of, the business and affairs of the Joint Venture and shall
exercise all such powers and do all such acts as the Joint Venture may
exercise and do.  The Management Committee shall meet within  15  days
of its constitution and may otherwise meet at such places as it thinks
fit  for the dispatch of business, adjourn and otherwise regulate  its
meetings  and  proceedings  as  the members  thereof  deem  fit.   The
Chairman  of  all meetings shall be a representative of the  Operator.
Matters  decided at any meeting of the Management Committee  shall  be
decided   by   a   simple  majority  of  votes   with   each   party's
representatives being entitled to cast that number of votes  which  is
equal  to  that party's Interest, and, in the case of an  equality  of
votes,  the  dispute  shall  be referred to  arbitration  pursuant  to
article  20.   Unless agreed to in writing by the parties hereto,  all
meetings  of  the  Management Committee shall be  held  in  Vancouver,
British  Columbia.  Any meetings may, if both parties so  consent,  be
held by conference telephone.

5.2        A  quorum for any meeting of the Management Committee shall
consist  of a representative or representatives of a party or  parties
whose  Interests aggregate equal to or in excess of 95%.  No  business
other than the election of a chairman, if any, and the adjournment  or
termination  of  the meeting shall be dealt with if a  quorum  is  not
present at the commencement of the meeting but the quorum need not  be
present  throughout the meeting.  A meeting at which a quorum  is  not
present  shall be adjourned to the same time and place one week  later
at  which adjourned meeting a quorum shall be one representative of  a
party.

5.3        A meeting of the Management Committee at which a quorum  is
present  shall be competent to exercise all or any of the authorities,
powers  and discretion bestowed upon the Management Committee in  this
Agreement.

5.4        No questions submitted to the Management Committee need  be
seconded and the chairman, if any, of the meeting shall be entitled to
submit the questions.

5.5        The  decision  on any matter evidenced by  the  consent  in
writing of the representatives of all parties shall be as valid as  if
it  had  been  decided  at  a duly called  and  held  meeting  of  the
Management  Committee.   Each  written  consent  may  be   signed   in
counterparts   each  consented  to  in  writing   by   one   or   more
representatives  which  together shall be  deemed  to  constitute  one
consent.

5.6        At the time of any decision by the Management Committee  to
adopt  a  Program,  the parties shall, subject to  the  provisions  of
article 8 hereof, pay their proportionate share of the estimated Costs
of  such Program by depositing the same into the interest bearing bank
account opened and maintained pursuant to section 5.7 hereof.

5.7        The  Operator  shall open and maintain an interest  bearing
bank  account with a Canadian Chartered bank in the name of the  Joint
Venture and shall use the funds on deposit therein for the purposes of
the Joint Venture.  The Operator shall appoint signing officers on the
said account as shall be required and shall advise the parties of  the
particulars of the said account.

5.8       Each of the parties hereby agree that any interest earned on
any  sums deposited in the bank account opened and maintained pursuant
to  section  5.7  hereof  shall  be  shared  in  proportion  to  their
respective Interests.

5.9        If  the  Operator fails to do so, any  party  (the  "Paying
Party")  may pay any reasonable Costs due to maintain the Property  in
good standing and the other party shall, in proportion to its Interest
and  within  15 days of being given notice of such payment,  reimburse
the  Paying  Party  for such payment, failing such  reimbursement  the
party  not  paying shall forfeit its Interest to the Paying Party  and
this Agreement shall terminate.

5.10       At  any  time  during the currency of  this  Agreement  the
Management Committee may cause a Feasibility Report to be prepared  by
a  substantial and well recognized Canadian engineering firm  in  such
form   as  the  Management  Committee  may  require.   The  Management
Committee  shall,  forthwith upon receipt  of  a  Feasibility  Report,
provide each of the parties with a copy thereof.  Upon request of  any
party and at reasonable intervals and times the parties shall meet  in
order to discuss the Feasibility Report.

6.        OPERATOR

6.1        The  initial  Operator shall be Terry  Loney,  which  shall
continue  as operator until changed pursuant to section 8.2  or  by  a
decision   of  the  Management  Committee  with  parties  representing
Interests of 75% or more voting in favour.  If the Operator has failed
to   perform  in  a  manner  that  is  consistent  with  good  mineral
exploration  and development practice or is in default of  its  duties
and   responsibilities  under  this  Agreement,  and  the   Management
Committee or the other party has given to the Operator written  notice
setting  forth particulars of the Operator's default and the  Operator
has  not within 30 days of such notice commenced to remedy the default
and  thereafter to proceed continuously and diligently to complete all
required remedial action the other party shall become the Operator.

6.2        The  Operator  may at any time on 60 days'  notice  to  the
Management Committee resign as Operator, in which event the Management
Committee shall select another party or person to be Operator upon the
30th day after receipt of the Operator's notice of resignation or such
sooner  date as the Management Committee may establish and give notice
of  to the resigning Operator.  The resigning Operator shall thereupon
be  released  and  discharged from all its duties and  obligations  as
Operator  on  the earlier of those dates save only as to those  duties
and obligations that it theretofore should have performed.

6.3         Upon  the  Operator  making  a  voluntary  or  involuntary
assignment into bankruptcy or taking advantage of any legislation  for
the  winding-up or liquidation of the affairs of insolvent or bankrupt
companies  the Operator shall automatically cease to be  the  Operator
and the other party or its nominee appointed as Operator.

6.4        The  new  Operator shall assume all of the rights,  duties,
obligations and status of the Operator as provided in this  Agreement,
other   than  the  previous  Operator's  Interest,  if  any,   without
obligation  to  retain  or  hire any of the employees  of  the  former
Operator or to indemnify the former Operator for any costs or expenses
which  the previous Operator will incur as a result of the termination
of  employment of any of its employees resulting from this  change  of
Operator,  and shall continue to act as Operator until its replacement
or resignation.

6.5        The  Operator  shall  be paid  by  the  Joint  Venture,  as
compensation  for  general overhead expenses which  the  Operator  may
incur, an amount equal to 10% of all Costs in each year but only 5% of
Costs paid by the Operator under any contract involving payments by it
in excess of $100,000 in one year.

7.        POWERS, DUTIES AND OBLIGATIONS OF OPERATOR

7.1        Subject  to  the control and direction  of  the  Management
Committee, the Operator shall have full right, power and authority  to
do  everything necessary or desirable to carry out a Program  and  the
Project and to determine the manner of exploration and development  of
the  Property  and, without limiting the generality of the  foregoing,
the right, power and authority to:

     (a)  regulate access to the Property subject only to the right of
          representatives  of  the  parties  to  have  access  to  the
          Property  at  all  reasonable  times  for  the  purpose   of
          inspecting work being done thereon but at their own risk and
          expense;

     (b)  employ  and  engage such employees, agents  and  independent
          contractors  as  it may consider necessary or  advisable  to
          carry  out its duties and obligations hereunder and in  this
          connection  to  delegate any of its  powers  and  rights  to
          perform  its  duties  and  obligations  hereunder,  but  the
          Operator shall not enter into contractual relationships with
          a party except on terms which are commercially competitive;

     (c)  execute all documents, deeds and instruments, do or cause to
          be  done  all  such  acts  and  things  and  give  all  such
          assurances  as may be necessary to maintain good  and  valid
          title  to  the  Property and each party  hereby  irrevocably
          constitutes  the  Operator its true and lawful  attorney  to
          give  effect to the foregoing and hereby agrees to indemnify
          and  save the Operator harmless from any and all costs, loss
          or  damage sustained or incurred without gross negligence or
          bad faith by the Operator directly or indirectly as a result
          of its exercise of its powers pursuant to this subsection;

     (d)  conduct  such title examination and cure such title  defects
          as  may  be  advisable  in the reasonable  judgment  of  the
          Operator.

7.2       The Operator shall have the following duties and obligations
during the term hereof:

     (a)  to diligently manage, direct and control all exploration and
          development  operations  in and  under  the  Property  in  a
          prudent  and workmanlike manner and in compliance  with  all
          applicable laws, rules, orders and regulations;

     (b)  to  prepare  and deliver to each of the parties  during  the
          periods of active field work, quarterly progress reports  of
          the  work in progress, on or before the day which is 45 days
          following each calendar quarter with respect to work done in
          such  quarter  and  on or before March 31st  of  every  year
          comprehensive   annual  reports  covering   the   activities
          hereunder  and  the  results obtained during  the  12  month
          period ending on December 31 immediately preceding;

     (c)  to  prepare and deliver to each of the parties copies of all
          assays,   maps  and  drill  logs  immediately   upon   their
          preparation or receipt;

     (d)  subject  to  the terms and conditions of this Agreement,  to
          keep  the Property in good standing, free and clear  of  all
          liens,  charges and encumbrances of every character  arising
          from operations (except for those which are in effect on the
          date  of  this  Agreement or are created  pursuant  to  this
          Agreement, liens for taxes not yet due, other inchoate liens
          and  liens contested in good faith by the Operator)  and  to
          proceed with all diligence to contest or discharge any  lien
          that is filed by reason of the Operator's failure to perform
          its obligations hereunder;

     (e)  to  maintain true and correct books, accounts and records of
          operations  hereunder  separate and  apart  from  any  other
          books, accounts and records maintained by the Operator;

     (f)  to  permit  one representative of the parties, appointed  in
          writing,  at  all reasonable times and at their  expense  to
          inspect, audit and copy the Operator's accounts and  records
          relating  to the Project for any fiscal year of the Operator
          within nine months following the end of such fiscal year;

     (g)  to  obtain  and  maintain and cause any  contractor  engaged
          hereunder to obtain and maintain during any period in  which
          active work is carried out hereunder such insurance coverage
          as the Management Committee deems advisable;

     (h)  to permit the parties or their representatives, appointed in
          writing, at all reasonable times, at their own expense   and
          risk, reasonable access to the Property and all data derived
          from carrying out a Program;

     (i)  to  open  and  maintain on behalf of the Joint Venture  such
          bank  account  or bank accounts as the Management  Committee
          may direct with a Canadian chartered bank;

     (j)  to  prosecute  and defend, but not to initiate  without  the
          consent  of  the  Management Committee,  all  litigation  or
          administrative proceedings arising out of the  Property,  or
          Project;

     (k)  to   transact,   undertake  and  perform  all  transactions,
          contracts,  employments, purchases, operations, negotiations
          with  third parties and any other matter or thing undertaken
          by  or  on  behalf  of the Joint Venture  hereunder  in  the
          Operator's   name  and  to  promptly  pay  all  expenditures
          incurred in connection therewith when due; and

     (l)  to  maintain in good standing those mineral claims comprised
          in  the  Property by the doing and filing of all  assessment
          work  or the making of payments in lieu thereof and  by  the
          payment of all taxes and other like charges and payments.

7.3        Subject  to any specific provisions of this Agreement,  the
Operator, in carrying out its duties and obligations hereunder,  shall
at all times be subject to the direction and control of the Management
Committee  and  shall perform its duties hereunder in accordance  with
the  instructions and directions as from time to time communicated  to
it  by  the  Management Committee and shall make all  reports  to  the
Management  Committee  except  where otherwise  specifically  provided
herein.

7.4        The  Operator  shall commence and diligently  complete  the
Project  and  without limiting the generality of  the  foregoing,  may
retain  an independent consulting geologist acceptable to all  parties
to  prepare  a report in respect of the Project, the results  thereof,
the conclusions derived therefrom and the recommendation as to whether
or not further work should be conducted on the Property.

8.        PROGRAMS

8.1        Costs shall only be incurred under and pursuant to Programs
prepared  by  the Operator, approved by the Management  Committee  and
delivered to the parties as provided in this article.  Any Feasibility
Report shall be prepared pursuant to a separate Program.

8.2        The  Operator  shall prepare and submit to  the  parties  a
Program within 180 days of the completion of the previous Program.  If
the  Operator does not prepare a Program within the time limited, then
the  other  party  shall  have the right  to  prepare  a  Program  for
submission  to the other party at which time the party submitting  the
Program shall become the Operator.

8.3        Within 30 days of the receipt by the parties of a  Program,
each  party shall give written notice to the Operator stating  whether
or  not they elect to contribute their proportionate share of Costs of
such Program or requesting the Operator to revise the Program provided
that  each party may only make such requests once in respect  of  each
Program.  Subject to subsection 8.6, failure by either of the  parties
to  give notice pursuant to this subsection within such 30 day  period
shall  be deemed an election by that party not to contribute  to  such
Program.

8.4        If  a  party  elects or is deemed to have  elected  not  to
contribute  its  proportionate share of the Costs of  a  Program,  the
other party may give notice in writing to the Operator stating that it
will contribute all expenditures under or pursuant to such Program and
the  Operator  will  proceed  with such  Program  and  thereafter  the
Interests of the parties shall be adjusted in accordance with  article
4.  The Operator will not proceed with any program, which is not fully
subscribed.

8.5       If the parties elect to contribute their proportionate share
of  the  Costs of a Program, the Operator will then proceed  with  the
Program.

8.6        If either party elects or is deemed to have elected not  to
contribute to a Program its Interest will not be subject to adjustment
thereunder if, within 60 days of such election or deemed election,  it
elects  to  pay to the contributing party 150% of what would otherwise
have  been  its  contribution to the Costs of such  Program,  but  any
amount  so  paid  in  excess of what would  otherwise  have  been  its
contribution  to such Program shall be deemed not to be a contribution
to Costs by the party making it.

8.7        An  election by a party to contribute to  the  Costs  of  a
Program shall make that party liable to pay its proportionate share of
the Costs actually incurred under or pursuant to the Program including
Program  Overruns, as hereinafter defined, of up to but not  exceeding
10%.

8.8        After having elected to contribute its proportionate  share
of  the  Costs  of a Program which is proceeded with, a  party  shall,
within  15  days  after being requested in writing to  do  so  by  the
Operator,  pay such portion of its share of Costs as the Operator  may
require  but  the Operator shall not require payment of any  funds  in
advance  if the party provides the Operator with reasonable  assurance
and  evidence that it has secured financing by way of the issuance  of
"flow-through" shares sufficient to pay its proportionate share of the
Costs of a Program and such financing requires that party to incur the
Costs  before funds are advanced to the party.  At any other time  the
Operator  shall not require payment of funds more than  one  month  in
advance.

8.9        If  it appears that Costs will exceed by greater  than  10%
those  estimated  under a Program the Operator shall immediately  give
written  notice to the party or parties contributing to  that  Program
outlining  the nature and extent of the additional costs and  expenses
("Program  Overruns").  If Program Overruns are approved by the  party
or parties contributing to that Program, then within 15 days after the
receipt  of a written request from the Operator, the party or  parties
contributing  to  that Program shall provide the Operator  with  their
respective  shares of such Program Overruns.  If Program Overruns  are
not approved by the party or parties contributing to that Program, the
Operator  shall  have the right to curtail or abandon the  portion  of
such Program relating to the Program Overruns.

8.10       If  either party at any time fails to pay its proportionate
share of Costs in accordance with subsections 8.8 or 8.9, the Operator
may  give written notice to that party demanding payment, and  if  the
party  has not paid such amount within 15 days of the receipt of  such
notice, that party shall:

     (a)  be  deemed to be in default under subsection 8.8 or  8.9  as
          applicable; and

     (b)  forfeit its Interest to the other party and shall receive as
          consideration therefore a Royalty equal to 2% of Net Profits
          payable  within  60  days after the  end  of  each  calendar
          quarter.  If, as a result of such forfeiture, one party  has
          an Interest equal to 100% the Joint Venture shall terminate.

9.        INFORMATION AND DATA

9.1        At  all times during the subsistence of this Agreement  the
duly authorized representatives of each party shall have access to the
Property and the Project at its and their sole risk and expense and at
reasonable intervals and times, and shall further have access  at  all
reasonable   times  to  all  technical  records  and   other   factual
engineering  data  and information relating to the  Property  and  the
Project in the possession of the Management Committee or the Operator.
In  exercising the right of access to the Property or the Project  the
representatives  of a party shall abide by the rules  and  regulations
laid down by the Management Committee and by the Operator relating  to
matters of safety and efficiency.  If any representative of a party is
not a director, senior officer or employee of a party, the party shall
so   advise  the  Operator  so  that  the  Operator  may  require  the
representative,  before  giving him access  to  the  Property  or  the
Project  or  to  data  or information relating  thereto,  to  sign  an
undertaking  in  favour of the Joint Venture, in  form  and  substance
satisfactory to the Operator, to maintain confidentiality to the  same
extent as each party is required to do under section 9.2 hereof.

9.2        All records, reports, accounts and other documents referred
to  herein  with  respect  to the Property and  the  Project  and  all
information and data concerning or derived from the Property  and  the
Project shall be kept confidential and each party shall take or  cause
to be taken such reasonable precautions as may be necessary to prevent
the  disclosure  thereof  to any person other  than  each  party,  the
Operator,  an  Affiliate,  their  respective  legal,  accounting   and
financial   or   other  professional  advisors,  and   any   financial
institution  or other person having made, making or negotiating  loans
to one or more of the foregoing or any trustee for any such person, or
as  may be required by securities or corporate laws and regulations or
by  the policies of any securities commission or stock exchange, or in
connection with the filing of an offering memorandum, rights  offering
circular,  prospectus or statement of material facts by  a  party,  an
Affiliate  or  the Operator or to a prospective assignee as  permitted
hereunder,  or  as may be required in the performance  of  obligations
under  this  Agreement  without prior consent of  all  parties,  which
consent shall not be unreasonably withheld.

10.       PARTITION

10.1       No party shall, during the term of this Agreement, exercise
any  right  to  apply for any partition of the Property  or  for  sale
thereof in lieu of partition.

11.       TAXATION

11.1       Each  party  on whose behalf any Costs have  been  incurred
shall be entitled to claim all tax benefits, write-offs and deductions
with respect thereto.

12.       RIGHT OF FIRST REFUSAL

12.1       Save  and except as provided in section 3.5 and  article  4
hereof,  neither  party shall transfer, convey,  assign,  mortgage  or
grant  an option in respect of or grant a right to purchase or in  any
manner  transfer  or alienate all or any portion of  its  Interest  or
rights  under  this Agreement otherwise than in accordance  with  this
article.

12.2      Nothing in this article shall prevent:

     (a)  a sale by a party of all of its Interest or an assignment of
          all its rights under this Agreement to an Affiliate provided
          that  such  Affiliate first complies with the provisions  of
          section 12.10 and agrees with the other party in writing  to
          retransfer  such Interest to the originally assigning  party
          before ceasing to be an Affiliate of such party;

     (b)  a variation pursuant to section 4.3; or

     (c)  a  disposition  pursuant  to  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.

12.3       Should a party (the "transferring party") intend to dispose
of  all  or any portion of its Interest or rights under this Agreement
it shall first give notice in writing to the other parties (the "other
parties") of such intention together with the terms and conditions  on
which the transferring party intends to dispose of its Interest  or  a
portion thereof or rights under this Agreement.

12.4      If a party (the "transferring party") receives any offer  to
dispose  of  all or any portion of its Interest or rights  under  this
Agreement which it intends to accept, the transferring party shall not
accept  the  same unless and until it has first offered to  sell  such
Interest or rights to the other parties (the "other parties")  on  the
same  terms and conditions as in the offer received and the  same  has
not  been  accepted  by the other parties in accordance  with  section
12.6.

12.5       Any  communication  of an intention  to  sell  pursuant  to
section  12.3 and 12.4 (the "Offer") shall be in writing delivered  in
accordance with article 14 and shall:

     (a)  set out in reasonable detail all of the terms and conditions
          of any intended sale;

     (b)  if  it is made pursuant to section 12.3, include a photocopy
          of the Offer; and

     (c)  if it is made pursuant to section 12.4, clearly identify the
          offering  party and include such information as is known  by
          the transferring party about such offering party;

and  such communication will be deemed to constitute an Offer  by  the
transferring  party  to  the other parties to  sell  the  transferring
party's  Interest or its rights (or a portion thereof as the case  may
be)  under  this  Agreement  to the other parties  on  the  terms  and
conditions set out in such Offer.  For greater certainty it is  agreed
and  understood  that any Offer hereunder shall  deal  only  with  the
disposition  of  the  Interest or rights  of  the  transferring  party
hereunder  and not with any other interest, right or property  of  the
transferring  party and such disposition shall be made  solely  for  a
monetary consideration.

12.6      Any Offer made as contemplated in section 12.5 shall be open
for  acceptance by the other parties for a period of 60 days from  the
date of receipt of the Offer by the other parties.

12.7       If  the  other parties accept the Offer within  the  period
provided  for  in  section 12.6, such acceptance  shall  constitute  a
binding agreement of purchase and sale between the transferring  party
and  the  other  parties, in proportion to their  Interests,  for  the
Interest or its rights (or a portion thereof as the case may be) under
this Agreement on the terms and conditions set out in such Offer.

12.8       If  the  other parties do not accept the Offer  within  the
period  provided  for  in  section 12.6, the  transferring  party  may
complete  a sale and purchase of its Interest or a portion thereof  on
terms and conditions no less favourable to the transferring party than
those  set out in the Offer and, in the case of an Offer under section
12.4,  only to the party making the original offer to the transferring
party  and  in  any  event such sale and purchase shall  be  completed
within  nine  months  from the expiration of the right  of  the  other
parties  to  accept such Offer or the transferring  party  must  again
comply with the provisions of this article.

12.9       If the other parties do accept the Offer within the  period
provided  for  in  section  12.6 but fail  to  close  the  transaction
contemplated thereby within 90 days following receipt of  such  Offer,
the  transferring  party  may complete a  sale  and  purchase  of  its
Interest or a portion thereof on any terms and conditions but  in  any
event  such  sale and purchase shall be completed within  nine  months
from  the expiration of the right of the other parties to accept  such
Offer  or the transferring party must again comply with the provisions
of this article.

12.10      While any Offer is outstanding no other Offer may  be  made
until  the first mentioned Offer is disposed of and any sale resulting
therefrom completed or abandoned in accordance with the provisions  of
this article.

12.11      Before the completion of any sale by the transferring party
of its Interest or rights or any portion thereof under this Agreement,
the  purchasing party shall enter into an agreement with  the  parties
agreeing  not to sell except on the same terms and conditions  as  set
out in this Agreement.

13        FORCE MAJEURE

13.12          No party will be liable for its failure to perform  any
of  its  obligations under this Agreement due to a  cause  beyond  its
reasonable  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").

13.13           All  time  limits imposed by this  Agreement  will  be
extended by a period equivalent to the period of delay resulting  from
an Intervening Event.

13.14          A party relying on the provisions of section 13.1  will
take  all reasonable steps to eliminate any 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.

14        NOTICE

14.15           Any  notice,  direction, cheque  or  other  instrument
required  or  permitted to be given under this Agreement shall  be  in
writing  and may be given by delivery or by sending by telecopier,  in
each  case addressed to the intended recipient at the address  of  the
respective party set out on the front page hereof.

14.16           Any  notice,  direction, cheque  or  other  instrument
aforesaid  will,  if  delivered, be deemed  to  have  been  given  and
received  on the day it was delivered, and, if sent by telecopier,  be
deemed to have been given or received on the day it was so sent.

14.17           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 purposes of giving notice hereunder.

15        WAIVER

15.18           If  any provision of this Agreement shall fail  to  be
strictly  enforced  or any party shall consent to any  action  by  any
other  party  or  shall waive any provision as set  out  herein,  such
action by such party shall not be construed as a waiver thereof  other
than at the specific time that such waiver or failure to enforce takes
place and shall at no time be construed as a consent, waiver or excuse
for  any  failure to perform and act in accordance with this Agreement
at any past or future occasion.

16        FURTHER ASSURANCES

16.19          Each of the parties hereto shall from time to time  and
at  all  times  do all such further acts and execute and  deliver  all
further  deeds and documents as shall be reasonably required in  order
to  fully  perform  and carry out the terms of  this  Agreement.   For
greater certainty this section shall not be construed as imposing  any
obligation on any party to provide guarantees.

17        USE OF NAME

17.20           No party shall, except when required by this Agreement
or  by  any  law,  by-law, ordinance, rule, order or regulation,  use,
suffer  or permit to be used, directly or indirectly, the name of  any
other party for any purpose related to the Property or the Project.

18        ENTIRE AGREEMENT

18.21           This  Agreement  embodies  the  entire  agreement  and
understanding  among  the  parties hereto  and  supersedes  all  prior
agreements and undertakings, whether oral or written, relative to  the
subject matter hereof.

19        AMENDMENT

19.22          This Agreement may not be changed orally but only by an
agreement  in writing, executed by the party or parties against  which
enforcement, waiver, change, modification or discharge is sought.

20        ARBITRATION

20.23           If  any  question, difference or dispute  shall  arise
between  the  parties or any of them in respect of any matter  arising
under  this  Agreement or in relation to the construction  hereof  the
same shall be determined by the award of three arbitrators to be named
as follows:

     (a)  the  party or parties sharing one side of this dispute shall
          name  an arbitrator and give notice thereof to the party  or
          parties sharing the other side of the dispute;

     (b)  the  party or parties sharing the other side of the  dispute
          shall,  within  14 days of receipt of the  notice,  name  an
          arbitrator; and

     (c)  the  two arbitrators so named shall, within 15 days  of  the
          naming of the latter of them, select a third arbitrator.

          The  decision of the majority of these arbitrators shall  be
made  within 30 days after the selection of the latter of  them.   The
expense  of  the  arbitration shall be borne by  the  parties  to  the
dispute  as determined by the arbitrators.  If the parties  on  either
side  of  the  dispute fail to name their arbitrator within  the  time
limited  or  proceed  with the arbitration, the arbitrator  named  may
decide the question.  The arbitration shall be conducted in accordance
with  the  provisions  of  the  Commercial  Arbitration  Act  (British
Columbia)  and  the decision of the arbitrator or a  majority  of  the
arbitrators, as the case may be, shall be conclusive and binding  upon
all the parties.

21        RIGHT TO AUDIT

21.24           Any  party  acquiring  a  Royalty  pursuant  to   this
Agreement  shall have the right to audit at its expense the books  and
records in respect of such Royalty of the Operator or the other party,
if it is not the Operator in respect of such Royalty.

22        TIME

22.25           Unless earlier terminated by agreement of all  parties
or  as  a  result  of one party acquiring a 100% Interest,  the  Joint
Venture  and this Agreement shall remain in full force and effect  for
so  long  as any part of the Property or Project is held in accordance
with this Agreement.  Termination of the Agreement shall not, however,
relieve  any  party  from  any  obligations  theretofore  accrued  but
unsatisfied.

23        RULE AGAINST PERPETUITIES

23.26           If  any right, power or interest of any party  in  any
Property   under  this  Agreement  would  violate  the  rule   against
perpetuities,  then such right, power or interest shall  terminate  at
the expiration of 20 years after the death of the last survivor of all
the  lineal  descendants of her Majesty, Queen  Elizabeth  II  of  the
United Kingdom, living on the date of this Agreement.

24        DOCUMENT RETENTION ON TERMINATION

24.27           Prior  to  the  distribution of the  Property  or  the
Project  or  the  net  revenues received on the  disposal  thereof  on
termination of this Agreement, the Management Committee shall meet and
may approve a procedure for the retention, maintenance and disposal of
documents maintained by the Management Committee (the "Documents") and
shall  appoint  such party as may consent thereto to ensure  that  all
proper steps are taken to implement and maintain that procedure.  If a
quorum  is  not present at the meeting or if the Management  Committee
fails  to approve a procedure as aforesaid, the Operator, if a  party,
otherwise  the  party  holding the largest  Interest  as  at  the  day
immediately preceding the date the Management Committee was called  to
meet, shall retain, maintain and dispose of the Documents according to
such  procedure, in compliance with all applicable laws, as  it  deems
fit.   The party entrusted with the retention, and expenses incidental
thereto,  shall  be  entitled to receive payment of  those  costs  and
expenses  prior  to any distribution being made of  the  Property  and
Project or the net revenues received on the disposal thereof.

25        ENUREMENT

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

26        GOVERNING LAW

26.29          This Agreement shall be governed by and interpreted  in
accordance with the laws of the Province of British Columbia.

27        SEVERABILITY

27.30           If any one or more of the provisions contained  herein
should  be  invalid, illegal or unenforceable in any  respect  in  any
jurisdiction,  the  validity,  legality  and  enforceability  of  such
provision shall not in any way be affected or impaired thereby in  any
other  jurisdiction and the validity, legality and  enforceability  of
the  remaining  provisions contained herein shall not in  any  way  be
affected or impaired thereby.

28        NUMBER AND GENDER

28.31           Words  used herein importing the singular number  only
shall  include  the  plural, and vice versa, and words  importing  the
masculine  gender shall include the feminine and neuter  genders,  and
vice  versa,  and  words  importing persons shall  include  firms  and
corporations.

29        HEADINGS

29.32           The  division  of  this Agreement  into  articles  and
sections  and  the  insertion  of  headings  are  for  convenience  of
reference only and shall not affect the construction or interpretation
of this Agreement.

30        TIME OF THE ESSENCE

30.33          Time shall be of the essence in the performance of this
Agreement.


IN  WITNESS WHEREOF the parties hereto have executed this Agreement as
of the day, month and year first above written.

TERRY LONEY

______________________________
Signature of Authorised Signatory

______________________________
Name of Authorised Signatory

______________________________
Position of Authorised Signatory

BAYVIEW CORPORATION
by its authorised signatory:

______________________________
Signature of Authorised Signatory

______________________________
Name of Authorised Signatory

______________________________
Position of Authorised Signatory

                          SCHEDULE "A"


to  that  certain  Joint  Venture Agreement between  Terry  Loney  and
Bayview Corporation made as of the * day of *, 20*


                          THE PROPERTY


              G.P.S. CO-ORDINATES:  5169500N and 521500E
SUDBURY MINING DISTRICT
                                ONTARIO
                                CANADA

List of Claims


    CLAIM NUMBERS           TOWNSHIP/AREA        CURRENT EXPIRY DATE

   3004254 - 11 UNITS         MACLENNAN        SEPTEMBER 10, 2004
  3004255 - 2 UNITS           MACLENNAN        SEPTEMBER 10, 2004

















                                                 SCHEDULE "B"


To that agreement dated as of the * day of *, 20* between * and *.


1.             "Net Profits" means the aggregate of:

     (a)  all  revenues  from the sale or other disposition  of  ores,
          metals  or minerals mined or extracted from the Property  or
          any portion thereof and any concentrates produced therefrom;

     (b)  all  revenues from the operation, sale or other  disposition
          of  any  Facilities  the cost of which is  included  in  the
          definition  of "Operating Expenses", "Capital  Expenses"  or
          "Exploration Expenses"; and

     (c)  Working  Capital deducted in the calculation of Net  Profits
          for the prior period,

less   (without  duplication)  Working  Capital,  Operating  Expenses,
Capital Expenses and Exploration Expenses.


2.         "Working Capital" means the amount reasonably necessary  to
provide for the operation of the mining operation on the Property  and
for  the  operation and maintenance of the Facilities for a period  of
six months.


3.        "Operating Expenses" means all costs, expenses, obligations,
liabilities  and  charges of whatsoever nature  or  kind  incurred  or
chargeable  directly  or  indirectly  in  connection  with  commercial
production  from  the Property and in connection with the  maintenance
and  operation  of  the Facilities, all in accordance  with  generally
accepted   accounting  principles,  consistently  applied,  including,
without  limiting the generality of the foregoing, all amounts payable
in   connection   with   mining,   handling,   processing,   refining,
transporting and marketing of ore, concentrates, metals, minerals  and
other products produced from the Property, all amounts payable for the
operation  and maintenance of the Facilities including the replacement
of items which by their nature require periodic replacement, all taxes
(other than income taxes), royalties and other imposts and all amounts
payable   or   chargeable  in  respect  of  reasonable  overhead   and
administrative services.


4.         "Capital  Expenses"  means all  expenses,  obligations  and
liabilities  of  whatsoever  kind  (being  of  a  capital  nature   in
accordance with generally accepted accounting principles) incurred  or
chargeable,  directly or indirectly, with respect to the  development,
acquisition,  redevelopment,  modernization  and  expansion   of   the
Property   and   the  Facilities,  including,  without  limiting   the
generality  of  the  foregoing, interest  thereon  from  the  time  so
incurred or chargeable at a rate per annum from time to time equal  to
the  "prime  rate" of the Royal Bank of Canada plus 2% per annum,  but
does not include Operating Expenses nor Exploration Expenses.


5.          "Exploration   Expenses"  means   all   costs,   expenses,
obligations,  liabilities  and charges of whatsoever  nature  or  kind
incurred or chargeable, directly or indirectly, in connection with the
exploration  and  development  of  the  Property  all  determined   in
accordance  with  generally accepted accounting principles  including,
without limiting the generality of the foregoing, all costs reasonably
attributable,   in  accordance  with  generally  accepted   accounting
principles,    to   the   design,   planning,   testing,    financing,
administration,    marketing,    engineering,    legal,    accounting,
transportation  and  other incidental functions  associated  with  the
exploration  and mining operation contemplated by this  Agreement  and
with  the  Facilities,  but does not include  Operating  Expenses  nor
Capital Expenses.


6.         "Facilities" means all plant, equipment, structures, roads,
rail  lines,  storage  and transport facilities, housing  and  service
structures, real property or interest therein, whether on the Property
or  not,  acquired or constructed exclusively for the mining operation
on the Property contemplated by this Agreement.


7.         Installments of the Royalty payable shall be  paid  by  the
Operator as follows:

     (a)  within  45  days  after the end of each of the  first  three
          calendar quarters in each fiscal year and within 60 days  of
          the  end  of  the  last calendar quarter in each  year,  the
          Operator shall pay to the royalty holder an amount equal  to
          25%  of the estimated Royalty, if any, for the fiscal  year,
          adjusted if necessary after the first quarter of any  fiscal
          year  to  reflect  any  change during  the  fiscal  year  in
          estimated Royalty; and

     (b)  within  120  days  after the end of the calendar  year,  the
          balance, if any, of Royalty payable in respect of the fiscal
          year last completed.

          Should   the  Operator  not  pay  the  royalty  holder   the
installment of the Royalty payable within the time specified then such
unpaid  installment of Royalty shall bear interest equal to the "prime
rate"  of  the Royal Bank of Canada plus 2% per annum calculated  from
the  last day of the calendar quarter in which the liability  for  the
payment of the installment of Royalty arose.

8.         The  Operator shall, within 45 days after the end  of  each
calendar  quarter,  furnish to the royalty holder quarterly  unaudited
statements  respecting  operations on the Property,  together  with  a
statement showing the calculation of Royalty for the calendar  quarter
last completed.


9.         Within  120 days after the end of each calendar  year,  the
accounts  of  the Operator relating to operations on the Property  and
the  statement  of  operations, which shall include the  statement  of
calculation of Royalty for the year last completed, shall  be  audited
by  the  auditors of the Operator, at its expense.  The royalty holder
shall  have  45 days after receipt of such statements to question  the
accuracy   thereof  in  writing  and,  failing  such  objection,   the
statements shall be deemed to be correct and unimpeachable thereafter.


10.        If  the audited financial statements furnished pursuant  to
paragraph 9 disclose any overpayment of Royalty by the Operator during
the  year, the amount of the overpayment shall be deducted from future
installments of Royalty payable hereunder.


11.        If  the audited financial statements furnished pursuant  to
paragraph  9  disclose  any underpayment of Royalty  by  the  Operator
during  the  year,  the amount thereof shall be paid  to  the  royalty
holder forthwith after determination thereof.


12.        The  Operator agrees to maintain, for each mining operation
on  the  Property,  up-to-date and complete records  relating  to  the
production  and sale of minerals, ore, bullion and other product  from
the  Property,  including accounts, records,  statements  and  returns
relating  to treatment and smelting arrangements of such product,  and
the  royalty  holder  or  its  agents shall  have  the  right  at  all
reasonable  times, including for a period of 12 months  following  the
expiration or termination of this Agreement, to inspect such  records,
statements and returns and make copies thereof at its own expense  for
the purpose of verifying the amount of Royalty payments to be made  by
the  Operator  to  the  royalty holder pursuant hereto.   The  royalty
holder shall have the right, at its own expense, to have such accounts
audited by independent auditors once each year.

                             SCHEDULE "C"

                          NET SMELTER RETURNS


For the purposes of this agreement, the term "Net Smelter Returns"
shall mean the net proceeds actually paid to Bayview from the sale by
Bayview of minerals mined and removed from the Property, after
deduction of the following:

     (a)  smelting costs, treatment charges and penalties including, but
       not being limited to, metal losses, penalties for impurities and
       charges for refining, selling and handling by the smelter, refinery or
       other purchaser;  provided, however, in the case of leaching
       operations or other solution mining or beneficiation techniques, where
       the metal being treated is precipitated or otherwise directly derived
       from such leach solution, all processing and recovery costs incurred
       by Bayview, beyond the point at which the metal being treated is in
       solution, shall be considered as treatment charges;

     (b)  costs of handling, transporting and insuring ores, minerals and
       other materials or concentrates from the Property or from a
       concentrator, whether situated on or off the Property, to a smelter,
       refinery or other place of treatment; and

     (c)  ad valorem taxes and taxes based upon production, but not income
       taxes.

In the event Bayview commingles minerals from the Property with
minerals from other properties, Bayview shall establish procedures, in
accordance with sound mining and metallurgical techniques, for
determining the proportional amount of the total recoverable metal
content in the commingled minerals attributable to the input from each
of the properties by calculating the same on a metallurgical basis, in
accordance with sampling schedules and mining efficiency experience,
so that production royalties applicable to minerals produced from the
Property may reasonably be determined.