Exhibit 10.1
Option Agreement


                             OPTION AGREEMENT


THIS AGREEMENT is dated for reference the 4th day of October, 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:
               MANCHESTER INC.
               a Nevada corporation with its registered address at
               Suite 880, 50 West Liberty Drive
               Reno, Nevada  89501

               ("Manchester")
                                                             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.   Manchester  wishes to acquire the option to acquire a 80% 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 Manchester the  exclusive  right  and
   option to acquire an undivided 80% 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 $8,000 US and the incurrence of Property Expenditures
     totalling $209,800 US to be made as follows:

     (A)  upon execution of this Agreement, the payment to the Optionor  of
          the sum of $8,000 US;

     (B)  by October 31, 2003, the incurrence of Property Expenditures in
          the amount of $23,800 US;

     (C)       by October 31, 2004, the incurrence of Property Expenditures in
       the  further      amount of $186,000 US for total aggregate Property
       Expenditures of $209,800 by October 31, 2004, provided that
       any Property Expenditures incurred prior to October 31, 2003 which
       are in excess of $23,800 will be  applied to the further required
       amount of $186,000.

Upon  making  the cash payments and Property Expenditures as  specified  in
Paragraph 2.1, Manchester shall have acquired an undivided 80% right, title
and interest in and to the Property.

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

3.   TRANSFER OF TITLE

3.1  Upon  execution  of this Agreement, Manchester 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 Manchester a duly executed
     bill  of sale or quit claim deed and such other executed documents  of
     transfer as required, in the opinion of Manchester's lawyers, for  the
     transfer of an undivided 80% interest in the Property to Manchester.

4.   JOINT VENTURE

4.1  Upon  Manchester  acquiring an interest in the  Property  pursuant  to
     paragraph 2.1, the Optionor and Manchester 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, Manchester,  its  servants,
     agents and workmen and any persons duly authorised by Manchester, 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
     Manchester 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 MANCHESTER

6.1  Manchester covenants and agrees that:

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

  B)  Manchester 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, Manchester 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 Manchester shall pay the yearly claim maintenance payments
   necessary to maintain the claims in good standing;

(D)  Manchester  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)  Manchester 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 Manchester, provided however, that it is
 agreed and understood that any such agent or representative shall be at his
 own risk in respect of, and Manchester shall not be liable for, any injury
 incurred while on the Property, howsoever caused;

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

(G)  Manchester 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
 Manchester 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  Manchester 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, Manchester 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  Manchester 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 Manchester has acquired an undivided 80%  interest
     in the Property pursuant to Section 2, this Agreement shall terminate upon
     any of the following events:

     (A)  upon the failure of Manchester 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 Manchester, 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 Manchester 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
  Manchester of written notice from the Optionor of such default, Manchester
          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 Manchester pursuant to Paragraph
          2.1 in the event the Geological Report is not acceptable;

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

In the event that Manchester gives notice that it denies that a default has
occurred, Manchester 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,  Manchester
     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 Manchester
   or, to the extent within Manchester'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,
     Manchester 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, Manchester  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 Manchester :        Manchester Inc.
                                   #200-675 West Hastings Street
                                   Vancouver, BC
                                   Canada  V6B 1N2

Telecopier: (604) 681-7622


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



MANCHESTER INC.
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:  5166000N and 522000E
                          SUDBURY MINING DISTRICT
                                  ONTARIO
                                  CANADA

List of Claims




     CLAIM NUMBERS            TOWNSHIP/AREA          CURRENT EXPIRY DATE

    3004260 - 9 UNITS           MACLENNAN          AUGUST 24, 2004
    3004261 - 2 UNITS           MACLENNAN          AUGUST 24, 2004





















                         SCHEDULE "B"


                    JOINT VENTURE AGREEMENT







































                               SCHEDULE "C"



                            NET SMELTER RETURNS



For the purposes of this agreement, the term "Net Smelter Returns" shall
mean the net proceeds actually paid to Manchester from the sale by
Manchester 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 Manchester, 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 Manchester commingles minerals from the Property with minerals
from other properties, Manchester 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.