EXHIBIT 4.1

                       ASSIGNMENT AND SETTLEMENT AGREEMENT

THIS  AGREEMENT  made  effective  the  31st  day  of  July,  2000


BETWEEN:            COAST  FALCON  RESOURCES  LTD.
                    ------------------------------
                    A  British  Columbia  Company
                    (the  "Company")

AND:                VERNON  MEYER
                    -------------
                    a  director  and  officer  of  the  Company
                    (the  "Assignor")

AND:                WMC  EQUITIES  INC.
                    -------------------
                    a  British  Columbia  Company
                    ("WMC")

AND:                PETERSEN  MANAGEMENT  INC.
                    --------------------------
                    a  British  Columbia  Company
                    ("PMI")

AND:                PEMCORP  MANAGEMENT  INC.
                    -------------------------
                    A  British  Columbia  Company
                    ("Pemcorp")
                    ("Pemcorp"  together  with  WMC and PMI, the "Assignees")

WHEREAS:

A.   As of the date of this Agreement,  the Company owes the Assignor the sum of
     $81,663.24  primarily  for  management  consulting  services for the thirty
     months ended July 31, 2000 (the "Debt");

B.   The Assignor wishes to assign,  effective as of the date of this Agreement,
     to the Assignees, all of the Assignor's right, title and interest in and to
     the Debt; and

C.   The Assignees  understand and acknowledge  that the Company is experiencing
     financial difficulty and does not have the ability to pay the Debt and as a
     consequence  have  agreed to accept  common  shares of the  Company  having
     nominal value in full settlement and satisfaction of the Debt.

NOW  THEREFORE  THIS  AGREEMENT WITNESSETH that in consideration of the premises
and  the  covenants  contained  herein  the  parties  hereto  agree  as follows:

1.   For the purpose of this Agreement, "Settlement Date" means the date that is
     5 business days after the date on which the Company receives  approval from
     its  shareholders to issue the  "Settlement  Shares" in full settlement and
     satisfaction of the Debt in accordance with the terms of this Agreement.


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2.   The Creditor and the Company  represent and warrant to the  Assignees  that
     the Debt is  outstanding  and payable to the  Creditor as at the  effective
     date hereof.

3.   The Creditor represents and warrants to the Assignees that he has the right
     to assign the Debt to the Assignees,  as herein contemplated,  and that the
     Debt is free and clear of any and all charges,  liens and  encumbrances  of
     any nature or kind.

4.   For the sum of  $10.00,  the  sufficiency  and  receipt  of which is hereby
     acknowledged  by the  Assignor,  the  Assignor  hereby  sells,  assigns and
     transfers  to the  Assignees  and the  Assignees  hereby  accept all of the
     Assignor's right, title and beneficial interest in and to the Debt.

5.   The Company hereby  acknowledges and agrees to the within assignment of the
     Debt to the Assignees.

6.   The Assignees hereby agree to accept 2,028,750 non-assessable shares in the
     common  stock of the Company,  after the Company  gives effect to a minimum
     ten (old shares) for one (new share) reverse split of its common stock (the
     "Reverse Split"),  at a deemed price of approximately $0.04 per share, post
     reverse  split,   (the  "Settlement   Shares"),   in  full  settlement  and
     satisfaction of the Debt. The number of Settlement Shares be issued to each
     of the Assignees is set out on Schedule A hereto.

7.   The Assignees hereby agree and acknowledge that the number of shares of the
     Company issued in full  settlement of the Debt is arbitrary and was arrived
     at through  negotiations,  there is no active  market for the shares of the
     Company and the  Company  has not  represented  to the  Assignees  that the
     Settlement  Shares have or will ever have a  realizable  value equal to the
     face amount of the Debt or any realizable value whatsoever.

8.   Subject  to the  issuance  and  receipt  of the  Settlement  Shares  on the
     Settlement  Date, the Assignor and the Assignees hereby forever release and
     discharge the Company from the Debt.

9.   The  consummation  of the  transaction  contemplated  hereby is subject the
     Company  receives  approval from its  shareholders to issue the "Settlement
     Shares" and the Reverse  Split.  If such  approval is not  obtained and the
     Reverse Split is not made  effective by September  15, 2000 this  Agreement
     shall be terminated  and have no further force or effect unless the parties
     hereto agree otherwise.

10.  This  Agreement  shall  inure to the  benefit  of and be  binding  upon the
     parties hereto, their respective heirs, successors and assigns.

11.  Time is of the essence of this Agreement.

12.  This  Agreement  shall  be  construed  in  accordance  with the laws of the
     province of British Columbia.

13.  The undersigned have the requisite authority to enter into this Agreement.

14.  This Agreement may be executed in as many  counterparts as may be necessary
     and by facsimile,  each of such  counterparts so executed will be deemed to
     be an original and such  counterparts  together will constitute one and the
     same instrument and notwithstanding the date of execution will be deemed to
     bear the day and year first above written.


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15.  This Agreement represents the entire agreement between the parties.




    /s/  Vernon  Meyer                             /s/  Bill  McCartney
------------------------------                 --------------------------
Vernon  Meyer,  Director                       Bill  McCartney,  Director
Coast  Falcon  Resources  Ltd.                 WMC  Equities  Inc.




    /s/  Leonard  Petersen                         /s/  Vernon  Meyer
------------------------------                 --------------------------
Leonard  Petersen,  Director                   Vernon  Meyer
Petersen  Management  Inc.




   /s/  Leonard Petersen
--------------------------
Leonard Petersen, Director
Pemcorp  Management  Inc.


                                      -82-
<PAGE>
                                  SCHEDULE  "A"
                       ASSIGNMENT AND SETTLEMENT AGREEMENT


ASSIGNEE                          NUMBER OF SETTLEMENT SHARES

WMC  Equities  Inc.                         500,000
Petersen  Management  Inc.                  500,000
Pemcorp  Management  Inc.                 1,028,750
                                         ----------
                                          2,028,750
                                         ==========


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