Filed by Automated Filing Services Inc. (604) 609-0244 - Terrace Ventures Inc. - Exhibit 10.1






 PURCHASE AGREEMENT 


THIS AGREEMENT dated as of the 15th day of August, 2001.



BETWEEN:



  
     DON ARCHIBALD, of 1797 Layton Drive, North Vancouver, British
      Columbia, Canada V7H 1X7 

     (hereinafter called the “Vendor”) 

  




AND:



  
     TERRACE VENTURES INC., of 2300 West Sahara Avenue, Suite
      500, Box 18, Las Vegas, NV 89102 

     (hereinafter called the “Purchaser”) 

  




WHEREAS:


 A.                              The
  Vendor is the sole recorded and beneficial owner of the mineral claim described
  in Schedule “A” hereto (the “Property”); 

 B.                              The
  Vendor wishes to sell an undivided 100% interest in and to the Property to the
  Purchaser and the Purchaser wishes to acquire such interest pursuant to the
  terms and conditions hereinafter set out; 

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

 VENDOR’S REPRESENTATIONS AND WARRANTIES


	1. 	 	The Vendor represents and warrants to
        the Purchaser that:

	 	 	 
	 	(a)	He is the sole recorded and beneficial
        owner of an undivided l00% interest in and to the Property;

	 	 	 
	 	(b)	The claim comprising the Property has
        been, to the best of the information and belief of the Vendor, properly
        located and staked and recorded in compliance with the laws of the jurisdiction
        in which it is situate, is accurately described in Schedule “A”
        and is a valid and subsisting mineral claim as at the date of this Agreement;













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	 	(c)	The Property is in good standing under
        all applicable laws and regulations, all assessment work required to be
        performed and filed has been performed and filed, all taxes and other
        payments have been paid and all filings have been made;

	 	 	 
	 	(d)	The Property is free and clear of any
        encumbrances, liens or charges and neither the Vendor nor, to the best
        of the Vendor’s knowledge, any of her predecessors in interest or
        title, have done anything whereby the Property may be encumbered; and

	 	 	 
	 	(e)	He has the right to enter into this
        Agreement and to deal with the Property in accordance with the terms of
        this Agreement, there are no disputes over the title to the Property,
        and no other party has any interest in the Property or the production
        therefrom or any right to acquire any such interest.

	 	 	 
	PURCHASER’S REPRESENTATIONS AND WARRANTIES
	 	 	 
	2. 	 	The Purchaser represents and warrants
        to the Vendor that:

	 	 	 
	 	(a)	it has been duly incorporated, amalgamated
        or continued and validly exists as a corporation in good standing under
        the laws of its jurisdiction of incorporation, amalgamation or continuation;

	 	 	 
	 	(b)	it has duly obtained all corporate authorizations
        for the execution of this Agreement and for the performance of this Agreement
        by it, 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 under the provisions of the Articles or the constating
        documents of the Purchaser or any shareholders’ or directors’
        resolution, indenture, agreement or other instrument whatsoever to which
        the Purchaser is a party or by which it is bound or to which it or the
        Property may be subject; and

	 	 	 
	 	(c)	no proceedings are pending for, and
        the Purchaser is unaware of any basis for the institution of any proceedings
        leading to, the dissolution or winding up of the Purchaser or the placing
        of the Purchaser in bankruptcy or subject to any other laws governing
        the affairs of insolvent corporations.

	 	 	 
	SURVIVAL OF REPRESENTATIONS AND WARRANTIES

       3.                              The
        representations and warranties in this Agreement shall survive the closing
        of this transaction and shall apply to all assignments, conveyances, transfers
        and documents delivered in connection with this Agreement and there shall
        not be any merger of any representations and warranties in such assignments,
        conveyances, transfers or documents notwithstanding any rule of law, equity
        or statute to the contrary and all such rules are hereby waived. The Vendor
        shall have the right to waive any representation and warranty made by
        the Purchaser in the Vendor’s favour without prejudice to any of
        its rights with respect to any other breach by the Purchaser and the Purchaser













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 shall have the same right with respect to any of the Vendor’s
  representations in the Purchaser’s favour. 

 PURCHASE AND SALE 

 4.                              The
  Vendor hereby sells and assigns and the Purchaser hereby purchases an undivided
  100% interest in and to the Property for the sum of $5,000 US. 

 FURTHER ASSURANCES 

 5.                              Concurrently
  with the execution of this Agreement the Vendor shall execute or cause to be
  executed a Bill of Sale or such other documents as the Purchaser may reasonable
  require transferring a 100% interest in and to the Property to the Purchaser
  which the Purchaser shall be at liberty to record forthwith. The parties shall
  execute all further documents or assurances as may be required to carry out
  the full intent of this Agreement. 

 NOTICE 

 6.                              Each
  notice, demand or other communication required or permitted to be given under
  this Agreement shall be in writing and shall be delivered, telegraphed or telecopied
  to such party at the address for such party specified above. The date of receipt
  of such notice, demand or other communication shall be the date of delivery
  thereof if delivered or telegraphed or, if given by telecopier, shall be deemed
  conclusively to be the next business day. Either party may at any time and from
  time to time notify the other party in writing of a change of address and the
  new address to which notice shall be given to it thereafter until further change.


 PAYMENT 

 7.                              All
  references to monies hereunder will be in United States funds. All payments
  to be made to any party hereunder may be made by cheque mailed or delivered
  to such party to its address for notice purposes as provided herein. 

 ENTIRE AGREEMENT 

 8.                              This
  Agreement constitutes the entire agreement between the parties and replaces
  and supercedes all agreements, memoranda, correspondence, communications, negotiations
  and representations, whether verbal or express or implied, statutory or otherwise,
  between the parties with respect to the subject matter herein. 

 GENDER 

 9.                              Wherever
  the singular or neuter are used herein the same shall be deemed to include the
  plural, feminine or masculine. 

 ENUREMENT 









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


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


	SIGNED SEALED & DELIVERED	)	 
	BY DON ARCHIBALD	)	 
	in the presence of:	)	 
	 	)	 
	 	)	 
	/s/ L. Anderson	)	/s/ Don Archibad
	Name of Witness	)	DON ARCHIBALD
	 	)	 
	 	)	 
	Address of Witness	 	 
	 	 	 
	TERRACE VENTURES INC.	 	 
	by its authorized signatory:	 	 
	 	 	 
	 	 	 
	/s/
      Gordon F. Burley	 	 
	Signature of Authorized Signatory	 	 
	 	 	 
	Gordon
      F. Burley	 	 
	Name of Authorized Signatory	 	 
	 	 	 
	 	 	 
	Position of Authorized Signatory	 	 












SCHEDULE “A”



THE PROPERTY


	 	Record	 	 
	Claim Name	Number	Anniversary Date	Year of Expiry
	 	 	 	 
	PEACH #1	385660	March 31	2002



all located in the Similkameen Mining Division, British Columbia