EXHIBIT 10.1


                                 SALE AGREEMENT

THIS  AGREEMENT  made  as  of  this  26th  day  of  June,  2001

BETWEEN:

DOUGLAS  MANLEY  PAYNE,  of  1709-89th  Street, Dawson Creek,  British Columbia,
----------------------
Canada   V1G  1A1
----

(hereinafter  called  "Payne"

OF  THE  FIRST  PART

AND:

VALEMONT  SUPPLY  LIMITED.
6779  Blackwell  Rd,  Kamloops,  British  Columbia,  Canada   V2C  6V7

(hereinafter  called  "VSI")


OF  THE  SECOND  PART

WHEREAS:

A.     Payne  owns  the mineral claims, namely the Mica Mineral Claims, situated
in  the Cariboo Mining Division in the Province of  British Columbia referred to
herein  as  the  "Mica  Claims",  the  particular  of which make up Appendix  A.

B.     Payne  has  agreed  to  sell to VSI the Mica Claims for US$30.000 (Thirty
Thousand)  cash  and  a  Royalty  on  other terms and conditions hereinafter set
forth.

NOW  THEREFORE THIS AGREEMENT WITNESSETH that in consideration of these presents
and  for  other  good and valuable consideration, the receipt and sufficiency of
which  is  hereby  acknowledged,  the  parties  agree  as  follows:

1.0     DEFINITIONS

1.01     In  this  agreement  and  in  all schedules attached to and made a part
hereof,  the  following  words  and  phrases  shall have the following meanings,
namely;


   (a)     reference  herein  to  the  "Mica Claims" includes any mineral leases
            or other interests  into  which  such mineral claims  may have  been
            converted;

   (b)     "ROYALTY"  means  the  grant  by  VSI  to  Payne  as  set  forth  in
             paragraph  4.01  hereof.


2.0     REPRESENTATION  AND  WARRANTIES  OF  DAEM

2.01     Payne  represents  and  warrants  to  VSI  that:

(a)     he  is  the  registered and beneficial owner of each of the Mica Claims,
and  that  the Mica Claims were properly and legally staked, recorded and tagged
in  compliance  with  laws of the Province of British Columbia, and there are no
disputes  over  the  title,  the  staking  or  the recording of the Mica Claims.
(b)     He  is the holder of a valid Free Miner's Certificate issued pursuant to
the  laws of the Province of British Columbia and shall maintain such license in
good  standing  for  the  remainder  of  2001.  Appendix  B
(c)     The  Mica  Claims  are  in  good  standing with the Office of the Mining
Recorder,  having  an  expiry date as per Appendix A , and are free and clear of
any claims, liens, charges or encumbrances of any nature and no adverse claim or
challenge  against  the  ownership  of or title to the Mica Claims has been made
nor  to  the  knowledge  of  Payne  is there any basis therefor and there are no
outstanding agreements  or options to acquire or purchase the Mica Claims or any
part  thereof.

2.02     Payne  acknowledges  that the representations and warranties  set forth
herein  form  part  of this  agreement and are the conditions upon which the VSI
has  relied  in entering into this Agreement, and that these representations and
warranties  shall  survive  the sales agreement for the Mica Claims hereunder by
VSI.


3.0     REPRESENTATIONS  AND  WARRANTIES  OF  VSI

3.01     VSI  represents  and  warrants  to  Payne  that:

(a)     it  is  a  corporation  duly  organized,  validly  existing  and in good
standing  under  the  laws  of the State of Washington, United States Of America
with  full  power,  absolute authority and capacity to enter into this Agreement
and  to  carry  out the transactions contemplated hereby, all of which have been
duly  and  validly  authorized  by  all  necessary  corporate  proceedings.

3.02     VSI  acknowledges  that the representations and warranties hereinbefore
set  out  form  a part of this Agreement and are conditions upon which Payne has
relied  in  entering  into  this  Agreement,  and that these representations and
warranties  shall  survive  the  sale  of  the  Mica  Claims  hereunder  to VSI


4.0     ROYALTY  PAYMENTS

4.01     VSI hereby grants to Payne the sole and exclusive right to a Royalty on
the Mica produced from the Mica Claims subject to the terms of this Agreement on
the  following  terms  and  conditions,  namely:

(a)     VSI  shall  pay  $30,000.00 to Payne within seven days of the Acceptance
Date  of  the  sales  agreement;
(b)     VSI  shall  pay  or cause to be paid $2.00 US per ton of pit run of Mica
containing  ore  extracted  from the Mica Claims, this payment constitutes a net
royalty  payment to Payne.  This payment is to be made within 30 days of the pit
run  Mica  leaving  the  Mica  Claims.

(c)     the price per ton will be negotiated  at the end of the first five years
and  each  five  years thereafter.  The price renewal will not exceed the United
States  of  America  inflation  rate,  nor  be less than the preceding five year
period.

5.0     TRANSFER  OF  CLAIMS

5.01     Upon execution of this Agreement, Payne shall deliver to the VSI a duly
executed  registrable  BILL  OF  SALE  ABSOLUTE.
5.02     VSI  shall  be  entitled to at its own expense  and under the terms and
conditions  of  this  Agreement have  cause to direct the title of the claims to
the  holder  of  choice so long as it complies with all regulatory bodies in the
involved  jurisdictions  in  particular the Province of British Columbia and the
B.C.  Minerals  Commission.

6.0     TERMINATION

6.01     if  VSI for any reason including none payment of assessment to the B.C.
Minerals  Commission  drops  or  should  loose  all  or  part of the Mica Claims
(Appendix  A)  through  any  default  whatsoever Payne shall have first right to
obtain  the  MICA CLAIMS by any remedy necessary to make up the default.  Notice
of  an  intended  default  must be delivered on a timely bases so as to effect a
cure  prior  to  the  claims  going  back  to  the  Crown.
6.02     upon  termination  of  this  Agreement, VSI shall deliver to Payne such
registerable  transfers  as  are  necessary to transfer to Payne all Mica Claims
forming  part  of  this  Agreement.

7.0     OBLIGATIONS  OF  VSI

7.01    VSI  hereby  covenants  and  agrees;

(a)     it  will  permit Payne or a duly authorized agent, upon reasonable prior
notice  to  VSI,  to have access to Mica Claims in order to examine  ore removed
by  or  on  behalf  of  VSI provided, however, that neither Payne nor his agents
shall  interfere  or  obstruct the operation of VSI , its servants and agents on
the  Mica Claims, and further provided that Payne or its agents shall enter upon
the  Mica  Claims  at their own risk and that Payne agrees to indemnify and save
VSI  harmless  from  all loss and damage of any nature or kind whatsoever in any
way  referable to the entry of, or presence on, or activities of either Payne or
its  agents while on the Mica Claims, including, without limiting the generality
of  the  foregoing, bodily injuries or death at any time resulting therefrom and
damage  to  property  sustained  by  any  person  or  persons;
(b)     to  provide Payne with copies of all  sales reports relating to the Mica
Claims,  at  VSI's  cost,  forthwith  upon  any  such  reports  being  prepared.
8.0     OBLIGATION  OF  PAYNE


8.01    Payne  hereby  covenants  and  agrees  that:

(a)     no  use  will  be made of VSI or any company associated with  VSI in any
document  or  release  made  to Payne without the prior written approval of VSI;
(b)     any  information  acquired  by Payne relating to the Mica Claim's with a
direct  bearing  on  the  Sales Agreement shall be confidential and shall not be
released  or  communicated  to any person, firm or corporation without the prior
written  approval  of  VSI.
(c)     Payne  will not deal, or attempt to deal the right and interest  in  the
Mica Claims with regard to its royalty in any way that would or might affect the
right  of  VSI.

9.0     DISPOSITION  OF  INTEREST  BY  PAYNE

9.01      If  Payne  should  receive a bona fide offer from an independent third
party  (  the                "proposed  purchaser") dealing at arm's length with
Payne  to  purchase all or substantially all of its Royalty interest in the Mica
claims,  which offer Payne desires to accept, or if Payne intends to sell all or
substantially  all of his Royalty interest in the Mica claims, Payne shall first
offer  (the  offer) such interest in writing to VSI upon terms no less favorable
than those offered by the proposed purchaser or intended to be offered by Payne,
as  the  case  may  be.  VSI  has sixty (60) days accept the offer.  If within a
period  of  sixty days of the receipt of the offer VSI notifies Payne in writing
that  it will accept the same, Payne shall be bound to sell such interest to VSI
on  the  terms  and  conditions  of  the offer.    VSI shall in such case pay to
Payne,  against  the  receipt  of an absolute transfer of clear and unencumbered
title to the Royalty interest of Payne being sold.  If VSI fails to notify Payne
before  the  expiration  of the time limited therefore that it will purchase the
interest  offered,  Payne  may  sell  and transfer such interest to the proposed
purchaser  at  the price and on the terms and conditions specified in the offer.


10.0       NOTICE  AND  PAYMENT

     10.01    Each  notice, demand or the communication required or permitted to
be  given  under this Agreement shall be in writing and shall be sent by prepaid
registered  mail  deposited  in  a  Post  Office  in  Canada addressed the party
entitled  to received same, or delivered to such  party, at the address for such
party  specified on the first page thereof.  The date of receipt of such notice,
demand  or  other  communication  shall  be  the  date  of  delivery  thereof if
delivered,  or,  if  given  by  registered  mail  as  aforsaid,  shall be deemed
conclusively  to  be  the  third  day  after the same shall have been  so mailed
except  in  the  case of interruption of the third day after the same shall have
been  so  mailed  except  in the case of interruption of postal services for any
reason  whatsoever,  in  which  case  the date of receipt shall be the date upon
which  notice,  demand  or  other  communication  is  actually  received  by the
addressee.

     10.02   Any  party  may  at any time and from time to time notify any other
party  in  writing  of  a  change of address and the new address to which notice
shall  be  given  to  thereafter  until  further  change.

     10.03   Any  payment  that  VSI  may  decide to make or cause to be made to
Payne  hereunder  shall  be  deemed to have been well and truly made if a cheque
payable  to  Payne in the appropriate amount has been delivered to the addressee
hereof  in  accordance  with  the  provisions  of  paragraph  10.01  hereof, the
provisions  of  which  shall  apply,  mutatis  mutandis, as if such cheque was a
notice  given  hereunder.

11.0        FURTHER  ASSURANCE

     11.01   Each  of  the  parties  hereto agrees to do and/or execute all such
further  and other acts, deeds, things, devices, documents and assurances as may
be  required in order to carry out the true intent and meaning of the Agreement.

12.0        ENTIRE  AGREEMENT

12.01   The parties hereto agree that the terms and conditions of this Agreement
shall  supersede  and replace any other agreements or arrangements, whether oral
or  written,  heretofore  existing between the parties in respect of the subject
matter  of  this  Agreement.

13.0         REGULATORY  APPROVAL

     13.01   This  Agreement  is  subject  to  the  approval  of  the securities
regulatory  authorities  having or which will have jurisdiction over the affairs
of  VSI.

14.0         GOVERNING  LAW

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

15.0     ENUREMENT

     15.01   This  Agreement  shall  enure to the benefit of and be binding upon
the  parties  hereto  and  each  of  their  heirs,  executors,  administrators,
successors  and  assigns,  as  the  case  may  be.

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



/s/  Douglas  Payne
-------------------
DOUGLAS  MANLEY  PAYNE


THE  COMMON  SEAL  of
VALMONT  SUPPLY  LIMITED  was
C/S
Hereunto  affixed  in  the
Presence  of:


/s/  A.E.  Daem
---------------
Authorized  Signatory



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                                                                      APPENDIX A



MINERAL CLAIMS situated in the Cariboo area of the Province of British Columbia,
Canada

 CLAIM                      RECORD           NO. OF           EXPIRY
 NAME                       NUMBER           UNITS            DATE
--------                  ----------        --------        ---------

Mica  1                    364971              1            20010810
Mica  2                    354972              1            20010810
Mica  3                    364973              1            20010810
Mica  6                    364976              1            20010808
Mica  7                    364977              1            20020809
Mica  8                    364978              1            20010809

T     1                    342871              1            20011219
T     2                    342872              1            20011219
T     3                    342873              1            20011219
T     4                    342874              1            20011219
T     5                    342875              1            20011219
T     6                    342876              1            20011219



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                                                                      Appendix B


Province  of  British  Columbia
Ministry  of  Energy  and  Mines
Mineral  Tenure  Act





                             FREE MINER CERTIFICATE
                                Not Transferable


                                                        Free Miner No.:   131577


     Client  :          DAEM.  ANDY  EDMUN
               1387  MINTO  CRES.
               VANCOUVER  BC  Canada   V6H  2J6



     Date  of  Issue:     2001/MAR/21

     Valid  From:         2001/JUN/01          Valid  to:     2002/MAY/31

     Issued  at:          Vancouver,  British  Columbia



                                   /s/  Scott  Stewart
                                   (signature  of  issuing  officer)


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