EXHIBIT 10.5

                                LETTER AGREEMENT

THIS  LETTER  AGREEMENT  (the  "AGREEMENT")  is entered  into on the 21st day of
April,  2004  between  Fengcheng  Gold  Corporation,   Liaoning  (an  enterprise
incorporated in [FORIEGN LANGUAGE  CHARACTERS  OMITTED] Liaoning  province,  the
People's Republic of China) whose place of business is No. 65, [FORIEGN LANGUAGE
CHARACTERS OMITTED],  Liaoning province,  the People's Republic of China ("PARTY
A") and JHP Resources  Limited (a corporation  incorporated in British Columbia,
Canada), whose place of business is #168-2633 Viking Way, Richmond,  B.C. Canada
V6V 1N3 ("PARTY B").

WHEREAS  after  friendly  negotiations  between Party A and Party B, the parties
wish to set out in this  Agreement  their  agreement  in  principle  to set up a
Sino-foreign  equity joint  venture  company (the "JOINT  VENTURE") (to be named
[FORIEGN  LANGUAGE  CHARACTERS  OMITTED]  and  to be  incorporated  in  [FORIEGN
LANGUAGE CHARACTERS  OMITTED] Liaoning Province,  the People's Republic of China
for the purposes of, among others,  exploring  precious metals and other mineral
and land  resources  within an agreed  region in  [FORIEGN  LANGUAGE  CHARACTERS
OMITTED] district in Liaoning province (as shown in the red line diagram annexed
hereto) in the People's Republic of China.

NOW  THEREFORE,  the parties  hereto hereby  execute this Agreement to set forth
certain  agreements with regard to the exploration of land resources  within the
agreed region by the Joint Venture as more fully set forth below:

JOINT VENTURE

1.    ESTABLISHMENT AND CAPITAL:  The Joint Venture will be established [FORIEGN
      LANGUAGE CHARACTERS OMITTED], in Liaoning province,  THE People's Republic
      of China as a  sino-foreign  equity  joint  venture  company  with limited
      liability.  The Joint  Venture  will be entitled to all the  benefits  and
      incentives  policies as a sino-foreign  equity joint venture enterprise as
      prescribed  under laws and regulations of the PRC. The registered  capital
      of the Joint Venture shall be US$300,000  (to be contributed by Party A in
      an amount of  US$63,000  as the valued  consideration  of the  exploration
      rights,  and by Party B in an amount of  US$237,000 in cash) and the Joint
      Venture will be funded by a total  investment of  US$1,200,000  by Party B
      ("TOTAL  INVESTMENT").  After Party B has invested the Total Investment of
      US$1,200,000,  Party B shall  hold  79% of the  shares  in the  registered
      capital  of the Joint  Venture,  otherwise,  Party B shall hold a pro rata
      amount of its shares  based on the ratio of its actual  investment  to the
      Total Investment.


                                                                               1
<PAGE>

      The investments shall be invested in stages as referred to below.

INVESTMENT IN THE JOINT VENTURE

2.    APPROVALS: Party A will apply and obtain (1) all approval,  registrations,
      permits,    licences,    certificates   and   letters   of   authorization
      (collectively, the "CONSENTS") from all relevant government and regulatory
      authorities for the establishment and operation of the Joint Venture for a
      period  of  25  years;   (2)  all   Consents  for  the   performance   and
      implementation of this Agreement;  and (3) all Consents in connection with
      the business and activities of the Joint Venture, being the exploration of
      precious and  non-precious  metals and other mineral  resources within the
      region  as shown in the red line  diagram  annexed  hereto (  collectively
      "FORMAL  APPROVALS").  Party A shall be  responsible  to do all such acts,
      make such  applications  and to prepare all such  documents  to secure and
      obtain the Formal Approvals, including without limitation, the feasibility
      study of establishing  the Joint Venture and the  environmental  study for
      the exploration of mineral resources in the agreed region.

3.    EXPLORATION CONCESSIONS AND RIGHTS: Party A will be responsible, on behalf
      of the Joint Venture, for the purchase or otherwise the transfer,  obtain,
      issue or authority of legal and valid exploration permits, concessions and
      rights in the district ("EXPLORATION CONCESSIONS").

4.    FIRST STAGE:

4.1   Party  A  shall  obtain  such  Exploration  Concessions  required  for the
      business of the Joint Venture as contribution  to the Joint Venture.  Such
      contribution represents 21% of the shares in the registered capital of the
      Joint Venture held by Party A.

4.2   Party B agrees  to bear  pre-operating  expenses  on  behalf  of the Joint
      Venture   prior  to  the   establishment   of  the  Joint   Venture   (the
      "PRE-OPERATING EXPENSES").


                                                                               2
<PAGE>

4.3   A People's  Republic of China legal  opinion shall be delivered to Party B
      confirming  that  Party  A has  obtained  the  Formal  Approvals  and  the
      performance  of  paragraph  4.1 has been  completed  (the "PRC  OPINION").
      Within 10 days of the date of the  delivery  of the PRC Opinion to Party B
      (the  "INVESTMENT  DATE") and provided that Party A is in compliance  with
      the  above  paragraphs,  Party B shall  pay to Party A (the  "FIRST  STAGE
      INVESTMENT")  a sum of  US$300,000  or its  equivalent  in RMB or HK$  (an
      amount of US$273,000  being the  contribution  to the  registered  capital
      payable  by Party B and the  remaining  sum may be used for  Pre-Operating
      Expenses).  For such purposes,  any Pre-Operating Expenses shall be deemed
      to be  contributions  by Party B to the First  Stage  Investment  and such
      Pre-Operating Expenses shall be deducted from the sum of US$300,000 or its
      equivalent   in  RMB  or  HK$  actually  paid  to  the  Joint  Venture  in
      satisfaction of the First Stage  Investment.  Any balance of the remaining
      sum not used for  Pre-Operating  Expenses will be allocated to satisfy the
      Second  Stage  Investment.  However,  Party B shall  reimburse  the  Joint
      Venture for any Pre-Operating Expenses incurred in excess of the remaining
      sum of US$27,000 to be used for Pre-Operating Expenses.

5.    SECOND STAGE:

      Within 3 months after the incorporation of the Joint Venture, and provided
      that  there  is  no  breach  of  the   representations,   warranties   and
      undertakings of Party A, Party B shall either:

      (a)   make a further  contribution (the "SECOND STAGE  INVESTMENT") to the
            total  investment  of the Joint  Venture in the sum of US$300,000 or
            its equivalent in RMB or HK$; or

      (b)   to be proposed by Party B and accepted by Party A,  retransfer  (the
            "SECOND  STAGE  RETRANSFER")  60% of the  shares  in the  registered
            capital  held  by  Party B in the  Joint  Venture  to  Party A at no
            further  consideration  such that after the Second Stage Retransfer,
            Party B will  hold 19% of the  shares in the  Joint  Venture,  while
            Party A will hold 81% of the shares in the Joint Venture.

      Should the Second Stage Retransfer be effected, the Third Stage Investment
      (as  hereinafter  defined)  or  Third  Stage  Retransfer  (as  hereinafter
      defined) will lapse and Party B shall have no other obligation to make any
      more investments or contributions into the Joint Venture whatsoever.


                                                                               3
<PAGE>

6.    THIRD STAGE:

      Within 6 months after  expiry of the date of the Second Stage  Investment,
      and provided  that there is no breach of the  representations,  warranties
      and undertakings of Party A, Party B shall either:

      (a)   make a further  contribution  (the "THIRD STAGE  INVESTMENT") to the
            total  investment  of the Joint  Venture in the sum of US$300,000 or
            its equivalent in RMB or HK$; or

      (b)   to be proposed by Party B and accepted by Party A,  retransfer  (the
            "THIRD  STAGE  RETRANSFER")  40% of  the  shares  in the  registered
            capital  held  by  Party B in the  Joint  Venture  to  Party A at no
            further  consideration  such that after the Third Stage  Retransfer,
            Party B will  hold 39% of the  shares in the  Joint  Venture,  while
            Party A will hold 61% of the shares in the Joint Venture.

      Should the Third Stage Retransfer be effected, the Fourth Stage Investment
      (as  hereinafter  defined)  or Fourth  Stage  Retransfer  (as  hereinafter
      defined) will lapse and Party B shall have no other obligation to make any
      more investments or contributions into the Joint Venture whatsoever.

7.    FOURTH STAGE:

      Within  6  months  after  the  expiry  of  the  date  of the  Third  Stage
      Investment,  and provided that there is no breach of the  representations,
      warranties and undertakings of Party A, Party B shall either:

      (a)   make a further  contribution (the "FOURTH STAGE  INVESTMENT") to the
            total  investment  of the Joint  Venture in the sum of US$300,000 or
            its equivalent in RMB or HK$; or

      (b)   as proposed  by Party B and  accepted  by Party A,  retransfer  (the
            "FOURTH  STAGE  RETRANSFER")  20% of the  shares  in the  registered
            capital  held  by  Party  B in  the  Joint  Venture  at  no  further
            consideration  such that after the Fourth Stage Retransfer,  Party B
            will hold 59% of the shares in the Joint Venture, while Party A will
            hold 41% of the shares in the Joint Venture.

      Should the Fourth  Stage  Retransfer  be  effected,  Party B shall have no
      other obligation to make any more  investments or  contributions  into the
      Joint Venture whatsoever.


                                                                               4
<PAGE>

8.    FURTHER CONTRIBUTION AND INTERPARTY LOANS:

8.1   After the Fourth  Stage  Investment  has been made by Party B, any working
      capital and cash  requirements  of the Joint  Venture  will be met in such
      manner as the board of  directors of the Joint  Venture (the  "BOARD") may
      from time to time resolve, which may include, but not limited to, advances
      from  financial  institutions,  other  third  party  sources or by further
      advances from Parties A and Party B.

      If Parties A and Party B are required to extend loans and/or any provision
      of finance to the Joint Venture ("FURTHER ADVANCE"):

      (1)   such  loans  shall be made by them in  accordance  with the ratio of
            holding in the registered capital (the "SHARED RATIO");

      (2)   any such loans shall be made on terms that:

            (a)   they shall be unsecured  and  interest-free  and are repayable
                  only when the Board  determines  that the financial  condition
                  and cash requirements of the Joint Venture permit repayment in
                  whole or in part; and

            (b)   they shall only be repaid in such  proportions so as to ensure
                  that the total loans  remaining  due to each party shall be in
                  accordance with the Shared Ratio.

8.2   Should any party refuse or fail to provide  Further  Advances  pursuant to
      the Shared  Ratio to the Joint  Venture,  the other  party shall [have the
      right,  but not the  obligation,  to] provide  such portion of the Further
      Advance to the Joint  Venture on behalf of such party and such  portion of
      the Further Advance be deemed as a loan from the other party to such party
      (the "INTERPARTY LOAN"). The terms of the Interparty Loan are as follows:

      (a)   It is  repayable  at any time and charged at an interest  rate of 8%
            per  annum  calculated  and  payable  on  a  monthly  basis  on  the
            outstanding amount of the Interparty Loan;

      (b)   For so long as the Interparty Loan and any accrued  interest has not
            been repaid in full,  75% of the share of the  obliged  party in any
            and  all  future  distributions  of  profits  by the  Joint  Venture
            pursuant to its holdings in the registered  capital shall be paid to
            the other  party  firstly  towards  the  satisfaction  of any unpaid
            accrued  interest  on the  Interparty  Loan and  thereafter  towards
            repayment of any  outstanding  principal of the Interparty  Loan and
            the obliged party shall be entitled to the remaining  25%, until the
            Interparty Loan is fully repaid.


                                                                               5
<PAGE>

      [(c)  Party B may request/ask for further  guarantee/securities  as it may
            require to secure the Interparty Loan.]

9.    FORMAL  LEGAL  AGREEMENTS:   The  parties  agree  that  the  formal  legal
      agreements  will  set out  appropriate  and in  more  detail  (subject  to
      limitations and qualifications to be agreed) operations and arrangement in
      relation  to  the  Joint  Venture,   including   without   limitation  the
      constitutional documents.

10.   REPRESENTATIONS AND WARRANTIES AND UNDERTAKINGS

Party  A represents  and warrants  that the Formal  Approvals,  when obtained or
       granted,  are  legal,  valid,  binding  and  enforceable  and  capable of
       allowing the Joint Venture to conduct the intended business.

Party  B represents  and warrants  that  starting  from the date that Party A on
       behalf of the Joint Venture  applies for the relevant  Consents,  Party B
       shall pay the Pre-Operating Expenses to Party A in accordance with Clause
       4.2 of this  Agreement  so that  the  Joint  Venture  can be  established
       smoothly.

Party  A  undertakes  to  Party B that it  shall  take  all  necessary  steps to
       maintain the  effectiveness  of the Formal  Approvals.  Party A must also
       deal with and  prohibit  all illegal  exploration  and mining  activities
       within the  exploration  region of the Joint Venture (as shown in the red
       line diagram annexed hereto).

Party  B undertakes to Party A that if the Joint Venture  cannot be  established
       due to the fault of Party B, the  Pre-Operating  Expenses paid by Party B
       to Party A shall not be refundable. If Party A does not agree (or accept)
       the terms of the retransfer  proposed by Party B at the Second Investment
       Stage, the Third Investment Stage or the Fourth Investment Stage, Party B
       shall make  investment in such amount and within such period to the Joint
       Venture in accordance with this Agreement.

MANAGEMENT OF JOINT VENTURE

11.   MANAGEMENT  AND  SUPERVISION:  Management  and  supervision  of the  Joint
      Venture shall be the  responsibility  and the sole discretion of the Board
      of the Joint  Venture,  who shall set the Joint  Venture's  objectives and
      policies and  guidelines  and supervise and review the  performance of the
      Joint Venture, to operate and carry out the business of the Joint Venture.
      Unless otherwise  agreed between the parties to this Agreement,  the Board
      shall have 5 members.


                                                                               6
<PAGE>

12.   CHAIRMAN  OF THE BOARD:  The  chairman  of the Board of the Joint  Venture
      shall be the director nominated by Party B, with the deputy chairman being
      a director nominated by Party A.

13.   DECISION  OF THE BOARD:  All  decisions  of the Board shall be passed by a
      simple  majority of three or more members,  except the  following  matters
      will require unanimous approval of the members of the Board:

      (a)   amendments  to the  articles  of the  Joint  Venture  and the  rules
            thereof;

      (b)   merger with, segregation of or formation of new enterprises; and

      (c)   dissolution of the Joint Venture.

14.   APPOINTMENT TO THE BOARD:

      Party B shall be entitled to appoint  (and remove) 3 members to the Board,
      while Party A shall be entitled to appoint  (and  remove) 2 members to the
      Board in  writing.  If a  retransfer  is effected  after the Second  Stage
      Investment  to the Fourth Stage  Investment,  the  entitlement  to appoint
      directors to the Board shall be adjusted correspondingly  according to the
      change in the proportion of the shares held by both parties.

15.   APPOINTMENT TO SUPERVISORY  COMMITTEE:  The supervisory committee shall be
      comprised of 3 members. Party A shall appoint (and remove) the convener to
      the supervisory committee. Party B shall appoint (and remove) 2 members to
      the supervisory committee.

16.   SENIOR  MANAGEMENT:  Senior  management of the Joint Venture  includes the
      General  Manager,  the Chief  Financial  Officer  and the Chief  Operating
      Officer.  The General  Manager and the Chief  Financial  Officer  shall be
      nominated by Party B and the Chief Operating Officer shall be nominated by
      Party A


                                                                               7
<PAGE>

CONFIDENTIALITY

17.   CONFIDENTIALITY: Each of the parties shall keep confidential and shall not
      disclose to any other person,  nor use for any purpose except the purposes
      of the Joint Venture,  any information  obtained from the other party as a
      result of  negotiating,  entering into or  implementing  the Joint Venture
      other than information which:

      (a)   is  required  to be  disclosed  by  operation  of law  or any  stock
            exchange  regulations  or any  binding  judgment  or  order,  or any
            request of a competent authority;

      (b)   is  reasonably  required to be disclosed in  confidence to a party's
            professional  advisers for use in connection  with the Joint Venture
            and/or matters contemplated herein; or

      (c)   is or becomes within the public domain  (otherwise  than through the
            default of the recipient party).

GOVERNING LAW

18.   GOVERNING  LAW: This  Agreement  shall be governed by laws of the People's
      Republic of China.

PROCEDURE

19.   Definitive  LEGAL  DOCUMENTS:  Following  and  within  [60]  days  of  the
      execution of this  Agreement (the  "Period"),  the parties will proceed as
      rapidly as possible with the preparation, negotiation and execution of the
      definitive legal agreements (the "FORMAL DOCUMENTS").

20.   EXCLUSIVITY: During the Period, Party A agrees not to deal, partner and/or
      cooperate  with any third  party  regarding  the  setting  up of the Joint
      Venture, the proposed business of the Joint Venture and the mining rights.

JURISDICTION

21.   JURISDICTION:  Each of Party A and Party B hereby  irrevocably agrees that
      any suit,  action or  proceeding  (together in this Clause  referred to as
      "PROCEEDINGS")  arising out of or in connection with this Agreement may be
      brought in the courts of the  People's  Republic of China,  submits to the
      jurisdiction  of such  courts  in  connection  therewith  and  waives  any
      objection which it may have now or hereafter to the laying of the venue of
      any  such  Proceedings  in any  such  court  and any  claim  that any such
      Proceedings have been brought in an inconvenient forum.


                                                                               8
<PAGE>

DISPUTE RESOLUTION

22.    In the event that any  difficulty  or dispute  arises in  relation to the
       interpretation   or  implementation  of  this  Agreement  or  the  Formal
       Documents,  the relevant  parties  shall  attempt to resolve such dispute
       through friendly consultation or conciliation between  representatives of
       the parties appointed for the purpose. If the relevant parties are unable
       to resolve any dispute in this manner  within ninety days of such dispute
       arising,  then any party may elect to  submit  the  dispute  to the China
       International  Economic and Trade Arbitration  Commission in Beijing, the
       People's Republic of China for arbitration.

23.    Any  arbitration  of any dispute in relation to this  Agreement  shall be
       governed by the laws of the People's  Republic of China.  Any arbitration
       award resulting from such  proceedings  shall be final and binding on the
       parties.  The costs of any arbitration  proceedings shall be borne by the
       losing party.

ASSIGNMENT

24.    In  principle,  neither Party A nor Party B shall be entitled to transfer
       or otherwise create any encumbrance  over any interest,  rights or duties
       over this  Agreement.  If upon  occurrence  of certain  events  which are
       recognized  by both  parties  as one in which one of the  parties  has to
       transfer or otherwise create any encumbrance over any interest, rights or
       duties  over  this  Agreement,  such  transfer  or the  creation  of such
       encumbrance  shall be subject to the  written  consent of the other party
       and the other party shall have the right of first refusal.

INVESTMENT RISK AND RIGHTS

25.    INVESTMENT  RISK:  All  investments  made by Party B under this Agreement
       shall  be used as  funding  for  exploration  of land  resources.  If the
       results of such exploration show no value for industrial mining,  Party B
       shall not be entitled to request for the refund of the  investment.  Both
       parties  shall hold their  shares in  accordance  with their agreed ratio
       within 6 months.  In the event  that no  investment  or  transfer  of the
       exploration  results in the whole have been made  within 6 months of this
       Agreement,  the results of  exploration  shall  belong to Party A and the
       Joint Venture shall be dissolved.


                                                                               9
<PAGE>

26.    INVESTMENT  RIGHTS:  (a) If the  result of  exploration  shows  value for
       industrial  mining,  the Joint Venture  shall have first  priority in the
       mining  rights  and  Party A and  Party  B  shall  have  the  rights  and
       obligations  according to the Shared Ratio under this  Agreement;  (b) if
       the result of exploration  shows value for industrial mining but does not
       fulfill the production  conditions agreed by both parties, the assignment
       proceeds of such  exploration  result shall be allocated  between Party A
       and Party B according to the Shared Ratio in the Joint Venture.

STATUS

28.   STATUS: This Agreement represents the good faith intentions of the parties
      to proceed  with the  proposed  Joint  Venture and is legally  binding and
      creates legal  obligations  on all parties.  Its purpose is to set out the
      principles  on  which  the  parties  intend  in good  faith  to  negotiate
      definitive Formal Documents.

IN WITNESS  whereof this  Agreement has been entered into the day and year first
above written.

SIGNED BY                                   )
                                            )
on behalf of FENGCHENG                      )
GOLD CORPORATION,                           )
LIAONING                                    )
in the presence of:                         )




SIGNED BY                                   )
                                            )
on behalf of JHP                            )
RESOURCES LIMITED                           )
in the presence of:                         )


                                                                              10