Property Agreement





Page 1 of 5




PROPERTY
AGREEMENT

THIS
AGREEMENT is made effective the 7th day of March, 2005.

BETWEEN:


Jaroslav Ruza, an individual
residing in the Province of British Columbia and having a address at
1002-1415 St. Georges Ave., British Columbia, Canada, V7L
4R9

(hereinafter called “Ruza”)


OF THE FIRST PART

AND:


Garpa Resources, Inc. a
company duly incorporated under the laws of the State of Nevada,
having an office at 5411 Calderwood Crescent, Richmond, British
Columbia, Canada, V7C 3G2.

(hereinafter called “Garpa”)


OF THE SECOND PART

WHEREAS:

	
	Ruza is the sole beneficial owner of 100% of
	the right, title and interest in and to two Red Lake Mining Division
	Mining Claims, which is situated in northwestern Ontario and South
	of Otter Lake, which Mining Claims are more particularly described
	in Schedule “A” attached hereto and forming part of
	hereof (hereinafter called the “Claim”); and

	
	
	The parties now wish to enter into an agreement
	granting to Garpa an undivided 100% of the right, title and interest
	in and to the Claim on the terms and conditions are hereinafter set
	forth.




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







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	Representation and Warranties

		
		Garpa represents and warrants to
		Ruza that:

			
			Garpa is a body corporate duly incorporated,
			organized and validly subsisting under the laws of its
			incorporating jurisdiction;

			
	
			Garpa has full power and authority to carry
			on its business and to enter into this Agreement and any agreement
			or instrument referred to or contemplated herein.

			
	
			neither the execution and delivery of this
			Agreement nor any of the agreements referred to herein or
			contemplated hereby, nor the consummation of the transactions
			hereby contemplated will conflict with, result in the breach of or
			accelerate the performance required by any agreement to which
			Garpa is a party; and

			
	
			the execution and delivery of this Agreement
			and the agreements contemplated hereby will not violate or result
			in the breach of the laws of any jurisdiction applicable or
			pertaining thereto or of Gara constating documents.

		


		
	
		Ruza represents and warrants to Garpa:

			
			the Claim consists of the two mining claims
			in the Red Lake Mining District which has been duly and validly
			staked and recorded, as accurately described in Schedule “A”,
			is presently in good standing under the laws of the jurisdiction
			in which they are located and, except as set forth herein, is free
			and clear of all liens, charges and encumbrances;

			
	
			Ruza is the owner of a 100% interest in and
			to the Claim and has the exclusive right to enter into this
			Agreement and all necessary authority to dispose of an undivided
			100% interest in and to the Claim in accordance with the terms of
			this Agreement;

			
	
			no person, firm or corporation has any
			proprietary or possessory interest in the Claim other than Ruza
			and no person is entitled to any royalty or other payment in the
			nature of rent or royalty on any minerals, ores, metals or
			concentrates or any such products removed from the Claim;

			
	
			neither the execution and delivery of this
			Agreement nor any of the agreements referred to herein or
			contemplated hereby, nor the consummation of the transactions
			hereby contemplated will conflict with, result in the breach of or
			accelerate the performance required by any agreement to which Ruza
			is a party or by which Ruza is bound; and

			
	
			the execution and delivery of this Agreement
			and the agreements contemplated hereby will not violate or result
			in the breach of the laws of any jurisdiction applicable or
			pertaining thereto.

		


		
	
		The representation and warranties hereinbefore
		set out are conditions on which the parties have relied in entering
		into this Agreement and will survive the acquisition of any
		interest in the Claim by Garpa and each party will indemnify and
		save the other party harmless from all loss, damage, costs, actions
		and suits arising our of or in connection with any breach or any
		representation, warranty, covenant, agreement or condition made by
		the other party and contained herein.

	


	
	
	Purchase
	Price

		
		Ruza hereby gives and grants to Garpa an
		undivided 100% of the right, title and interest of Ruza in and to
		the Claim, in accordance with the terms of this Agreement for and
		in consideration of $10,000 United States dollars on the Effective
		Date.

	










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	Transfer
	of Title

		
		Ruza hereby transfers and assigns to Garpa an
		undivided 100% of the right, title and interest in and to the
		Claim. Upon execution of this Agreement, Ruza shall execute and
		deliver any and all documents required of it to deliver registered
		title of the Claim to Garpa.

	


	
	
	Covenants
	of Ruza

		
		Ruza will:

			
			not do any act or thing which would or might
			in any way adversely affect the rights of Garpa hereunder;

			
	
			make available to Garpa and its
			representatives all records and files in the possession of Ruza
			relating to the Claim and permit Garpa and its representatives at
			its own expense to take abstracts therefrom and make copies
			thereof; and

			
	
			promptly provide Garpa with any and all
			notices and correspondence from government agencies in respect of
			the Claim.

		


	


	
	
	Covenants
	of Garpa

		
		Garpa will not do any act or thing which would
		or might any way adversely affect the rights of Ruza hereunder.

	


	
	
	Further
	Assurances

		
		The parties hereto agree that they and each of
		them will execute all documents and do all acts and things within
		their respective powers to carry out and implement the provisions
		or intent of this Agreement.

	


	
	
	Notice

		
		Any notice, direction or other instrument
		required or permitted to be given under this Agreement will be in
		writing and will be given by the delivery or facsimile transmission
		or the same or by mailing the same by prepaid registered or
		certified mail in each case addressed as follows:

			
			if to Garpa Resources, Inc.
5411
			Calderwood Crescent,
Richmond, British Columbia
Canada V7C
			3G2

			
	
			if to Jaroslav Ruza
1002-1415 St.
			Georges Ave.
North Vancouver, British Columbia
Canada V7L
			4R9

		


		
	
		Any notice, direction or other
		instrument aforesaid will, if delivered by courier or facsimile
		transmission, be deemed to have been given and received on the next
		business day following the day on which it was delivered or sent by
		facsimile, and if mailed, be deemed to have been given and received
		on the fifth business day following the day of mailing, except in
		the event of disruption of the postal services in which event
		notice will be deemed to be received only when actually received.

		
	
		Any party at any time give to the
		other notice in writing of any change of address of the party
		giving such notice and from and after the giving of such notice,
		the address or addresses of such party for the purpose of giving
		notice hereunder.

	











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	Headings

		
		The headings to the respective sections herein
		will not be deemed part of this Agreement but will be regarded as
		having been used for convenience only.

	


	
	
	Payment

		
		All references to monies hereunder will be in
		United States funds except where otherwise designated. All payments
		to be made to any party hereunder will be mailed or delivered to
		such party at its address for notice purposes as provided herein,
		or for the account of such party at such bank or banks in the
		United States or Canada as such party may designate from time to
		time by written notice. Said banks or banks will be deemed the
		agent of the designating party for the purpose of receiving and
		collecting such payment.

	


	
	
	Enurement

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

	


	
	
	Terms

		
		The terms and provisions of this Agreement
		shall be interpreted in accordance with the laws of Nevada.

	


	
	
	Entire
	Agreement

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

	


	
	
	Time of
	Essence

		
		Time will be of the essence in this Agreement.

	


	
	
	Enforcement
	of Agreement

		
		The covenants, promises, terms and conditions
		contained herein will be binding upon the parties jointly and
		severally any may be enforced by each as against each other
		interests.

	






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






	
			Garpa
			Resources, Inc.

			Per:


			/s/ Gary Schellenberg

President,
Gary
			Schellenberg

			
			Jaroslav
			Ruza

			Per:


			/s/ Jaroslav Ruza


Jaroslav
			Ruza

		













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This is Schedule “A” to a
Property Agreement made as of the 7th day of March, 2005 between
Jaroslav Ruza and Garpa Resources, Inc.

	
				Claim
				Area

				
				Claim
				Number

				
				Expiry
				Date

			
	
				KRL (Red
				Lake)

				
				1248309

				
				2005.06.09

			
	
				KRL (Red
				Lake)

				
				1248362

				
				2005.06.09