MUSTANG
      MINERALS CORP.

    65
      Queen
      Street West, Suite 302

    Toronto,
      Ontario M5H 2M5

     

    PRIVATE
      &
      CONFIDENTIAL

     

    September
      9, 2002

     

    MOSQUITO
      CONSOLIDATED GOLD MINES LTD.

    301.455
      Granville Street

    Vancouver
      B.C.

    V6C
      1
      T1

     

    Attention:
      Patrick Bronson, President &
      Chief
      Executive Officer

     

    Dear
      Sir:

     

    Re:
      Purchase of 1330275 Ontario Limited

     

    This
      letter will set forth our agreement (the "Agreement") with respect to the
      purchase by you ("Mosquito") of all of the issued and outstanding shares of
      1330275 Ontario Limited (the "Corporation") from Mustang Minerals Corp.
      ("Mustang").

     

    
      	1.	
              On
                and subject to the terms and conditions in this Letter Agreement,
                Mosquito
                hereby agrees
                to purchase and Mustang agrees to sell an aggregate of 264,200 common
                shares representing all ofthe common shares of the Corporation (the
                "Purchased Shares") for an aggregate purchase price of CDN
                $60,000.

            


    

     

    
      	2.	
              The
                purchase price shall be satisfied by the payment of $2,500 in cash
                payable
                on closing, $37,500 in cash payable by December 31, 2003 and the
                issuance
                on Closing ( as defined below ) to Mustang of an aggregate of 200,000
                common shares of Mosquito issuable as
                follows:

            


    

     

    
      	
            	(a)	
              200,000
                common shares on the Closing;

            


    

     

    
      	3.	
              Mustang
                represents and warrants to Mosquito as
                follows:

            


    

     

    
      	
            	(a)	
              the
                Corporation has been duly incorporated and organized under the laws
                of the
                Province of Ontario and is a validly subsisting corporation in good
                standing in all jurisdictions where it carries on business and has
                all
                power, capacities, licences, franchises, permits and rights required
                in
                order for it to carry on its business in the manner in which it is
                conducted at present and to own its property and is not in arrears
                in
                filing any tax or other returns required to be filed by
                it;

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
            	(b)	
              the
                Corporation is authorized to issue an unlimited number of common
                shares of
                which 264,200 common shares are currently issued and outstanding
                as fully
                paid and non-assessable shares; and

            


    

    


    
      	
            	(c)	
              Mustang
                is the lawful, legal and beneficial owner of all of the issued and
                outstanding common shares of the Corporation free and clear of all
                liens,
                charges and all encumbrances and shall on the closing pursuant to
                the
                terms of this Letter Agreement, transfer the shares to Mosquito,
                free and
                clear of all liens, charges or
                encumbrances;

            


    

    


    
      	
            	(d)	
              the
                Corporation has no outstanding liabilities, contingent or otherwise,
                save
                and except for liabilities arising out of the Property Agreement
                dated as
                of March 15, 1996 between the Gustafson Holdings Ltd. and AMT Resources
                Ltd., as amended by an amending agreement dated February 25, 1999
                between
                Ami Gustafson, Elaine Gustafson, Gustafson Holdings Ltd. and the
                Corporation (collectively, the "Property
                Agreement");

            


    

    


    
      	
            	(e)	
              the
                Corporation is in compliance with all of the obligations under the
                Property Agreement and the Property Agreement is currently in good
                standing and in full force and
                effect;

            


    

    


    
      	
            	(f)	
              the
                Corporation is not at the present time a party to any action, suit
                or
                other legal proceedings, actual or threaten and there are no
                circumstances, matter or thing known to Mustang which might give
                rise to
                any such actions, suit or other legal proceedings or any governmental
                investigation relative to the Corporation, its properties or
                business;

            


    

    


    
      	
            	(g)	
              Mustang
                and the Corporation are not a party to, bound by or affected by or
                subject
                to any indenture, mortgage, lease, agreement, instrument, order,
                judgement, decree or law which would be violated, contravened or
                breached
                by or under which any default would occur as a result of the execution
                of
                this Letter Agreement or the performance by Mustang or the Corporation
                of
                any of the terms hereof; and

            


    

    


    
      	
            	(h)	
              Mustang
                is not a non-resident of Canada for the purposes of Income
                Tax Act (Canada).

            


    

    


    
      	4.	
              Mosquito
                hereby represents and warrants to Mustang as
                follows:

            


    

    


    
      	
            	(a)	
              Mosquito
                is a corporation incorporated and validly subsisting under the laws
                of
                Ontario;

            


    

    


    
      	
            	(b)	
              Mosquito
                is a reporting issuer in good standing within the meaning of the
                Securities Act (Ontario), the Securities Act (British Columbia) and
                the
                Securities Act (Alberta) (the "Securities Acts"), and is in compliance
                with all material filing and reporting requirements of the Securities
                Acts; 

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    
      	
            	(c)	
              the
                common shares of the Corporation are listed for trading on the TSX
                Venture
                Exchange and Mosquito is not in default of any requirement of the
                TSX
                Venture Exchange; and

            


    

    


    
      	
            	(d)	
              there
                are no actions, suits, proceedings or investigations, whether on
                behalf of
                or against Mosquito pending, or to the knowledge of Mosquito threatened
                against or affecting Mosquito, at law or in equity, before or by
                any
                federal, provincial or municipal, state or bureau, agency or
                instrumentality, domestic or foreign, which may in any way materially
                adversely affect Mosquito or the condition of Mosquito, or which
                questions
                the validity of the issuance and sale, as fully paid and non-assessable,
                of all or any securities of Mosquito, or any action taken or to be
                taken
                by Mosquito pursuant to or in conjunction with this Letter
                Agreement.

            


    

    


    
      	5.	
              The
                Closing of this Letter Agreement is subject to the performance and/or
                fulfillment of all
                of the following, namely:

            


    

    


    
      	
            	(a)	
              the
                representations and warranties made by each of Mustang and Mosquito
                in
                this Letter Agreement shall be true and accurate in all material
                respects
                as at the Closing as if made on and as of the date of
                Closing;

            


    

    


    
      	
            	(b)	
              Mustang
                shall have delivered to Mosquito the certificates representing the
                Purchased Shares duly endorsed for transfer in order to fully in
                effect
                the transfer of ownership of the Purchased
                Shares;

            


    

    


    
      	
            	(c)	
              Mosquito
                shall deliver to Mustang (in the form satisfactory to Mustang's counsel)
                an indemnity pursuant to which Mosquito agrees to indemnify Mustang
                from
                and against all losses or damages suffered by Mustang in the event
                that
                the mining claims related to the arising out of or in respect of
                the
                Property Agreement are lost due to the failure of the Corporation
                to
                comply with its obligations under the Property Agreement after the
                Closing;

            


    

    


    
      	
            	(d)	
              Mosquito
                shall have obtained all necessary approvals, if any, from securities
                regulatory
                authorities having jurisdiction;
                and

            


    

    


    
      	
            	(e)	
              Mustang
                and Mosquito shall have obtained the approval of their respective
                boards
                of
                directors.

            


    

    


    
      	6.	
              The
                parties covenant and agree as
                follows:

            


    

    


    
      	
            	(a)	
              Mosquito
                shall apply to the TSX Venture Exchange for approval of the transaction
                contemplated in this Letter Agreement within five (5) business days
                from
                the date of signing this Letter Agreement;
                and

            


    

    


    
      	
            	(b)	
              Mustang
                shall cause all of the directors and officers of the Corporation
                to resign
                as
                of Closing and Mosquito shall appoint new directors and officers
                on such
                date.

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    
      	7.	
              The
                completion of the purchase transaction contemplated herein shall
                take
                place at the offices of McLean & Kerr LLP, Suite 2800, 130 Adelaide
                Street West, Toronto, Ontario or at such other place as may be agreed
                to
                by the parties hereto on the 1 st day of October, 2002
                or
                such other time and day as may be agreed to (the
                "Closing").

            


    

    


    
      	8.	
              1330275
                and Mosquito grant Mustang Minerals Corp. or its permitted assignee
                a one
                half per
                cent (~%) Net Smelter Royalty (payable quarterly) on any production
                of
                gold or other precious metals produced from the property noted in
                the
                Property Agreement ( as amended).

            


    

    


    
      	9.	
              This
                Letter Agreement constitutes the entire agreement between the parties
                hereto with respect to the subject matter hereof, and supersedes
                all prior
                agreements, understandings, negotiations,
                and discussions, whether written or oral, relating to the subject
                matter
                of this Letter Agreement. There are no conditions, covenants agreements,
                representations, warranties or other provisions, express or implied
                collateral, statutory or otherwise relating to the subject matter
                hereof
                except as provided in this Letter
                Agreement.

            


    

    


    
      
        
          	10.	
                  The
                    covenants, representations, and warranties of each of the parties
                    set
                    forth in this Letter Agreement shall not merge on the Closing
                    but shall
                    survive the completion of the transactions herein provided for
                    and,
                    notwithstanding such completion nor any investigation by a party,
                    shall
                    continue in full force and effect for the benefit of the other
                    parties
                    hereto in accordance with the terms
                    hereof.

                


        

      

    

    


    
      	11.	
              This
                Letter Agreement may be amended or modified only by a written instrument
                executed by all of the parties hereto, or by their respective executors,
                administrators, legal representatives, successors and
                assigns.

            


    

    


    
      	12.	
              This
                Letter Agreement may not be assigned by any party hereto without
                the
                consent of the
                other party.

            


    

    


    
      	13.	
              All
                notices, requests, demands or other communications hereunder shall
                be in
                writing and shall be directions, given by delivering it or sending
                it by
                facsimile or other similar form of recorded communication
                addressed.

            


    

    


    If
      to
      Mustang:

     

    Mustang
      Minerals Corp.

    65
      Queen
      Street West 

    Suite
      302

    Toronto,
      Ontario 

    M5H
      2M5

     

    Attention:
      President

     

    Telephone:
      (416) 955-4773

    Facsimile:
      (416) 368-1539

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    If
      to the
      Mosquito:

     

    Mosquito
      Consolidated Gold Mines Ltd.

    301-455
      Granville 

    Street
      Vancouver B.C.

    V6C
      IT1

    


    Attention:
      Patrick Bronson, President

    


    Telephone:
      604-689-7902 

    Facsimile:
      604-689-7816

    


    Any
      such
      communication shall be deemed to have been validly and effectively given when
      delivered in person or on the next business day following the date on which
      it
      shall have been transmitted by facsimile or similar means of recorded
      communication or mailed.

    


    
      	
            	(c)	
              This
                Letter Agreement shall be construed and enforced in accordance with
                the
                laws
                of the Province of Ontario and the federal laws of Canada applicable
                therein.

            


    

    


    
      	
            	(d)	
              This
                Letter Agreement shall enure to the benefit of and be binding upon
                the
                parties hereto and their respective heirs, executors, administrators,
                legal representatives, successors and permitted assigns, nothing
                in this
                Letter Agreement, express or implied, being intended to confer upon
                any
                other person any rights or remedies
                hereunder.

            


    

    


    
      	
            	(e)	
              Time
                shall be of the essence hereof.

            


    

    


    
      	
            	(f)	
              Each
                of the parties hereto covenants and agrees that at any time and from
                time
                to time after the Closing such party will, upon the request of the
                other
                party do, execute, acknowledge and deliver all such further acts,
                documents and assurances as may be reasonably required for the better
                carrying out and performance of all of the terms of this Letter
                Agreement.

            


    

    


    
      	
            	(g)	
              All
                costs and expenses incurred in connection with this Letter Agreement
                and
                the transaction contemplated hereby shall be paid by the party incurring
                such expenses.

            


    

    


    
      	
            	(h)	
              No
                disclosure or announcement, public or otherwise, in respect of this
                Letter
                Agreement or the transactions contemplated herein will be made by
                any
                party hereto without the prior agreement of the other party as to
                timing,
                content and method, provided that the obligations herein will not
                prevent
                any party from making, after consultation with the other party, such
                disclosure as its counsel advises is required by any applicable
                legislation. The parties hereto will issue public notice of this
                transaction forthwith after the
                Closing.

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    
      
        
          	
                	
                  (i)

                	
                  This
                    Letter Agreement may be executed in counterparts and delivered
                    by
                    facsimile transmission, each of which so executed and delivered
                    shall be
                    deemed to be an original and all of which collectively shall
                    constitute
                    one and the same instrument and executed facsimile copies shall
                    be deemed
                    for all purposes hereunder to be valid executed copies
                    hereof.

                


        

         

      

    

    If
      the
      foregoing terms and conditions are acceptable to you, please sign, date and
      deliver one copy to the undersigned, retaining one copy for your
      records.

    
      
        	 	 	 
	 	
                Sincerely,

              
	 	 
	 	
                MUSTANG
                  MINERALS CORP.

              
	 
 	 
 	 
 
	
              	Per:	
              
	 	
                

                Robin
                  Dunbar, President

              


      

    

     

     

    Accepted
      and agreed to as of this _______________ day
      of
      September, 2002.

     

    MOSQUITO
      CONSOLIDATED GOLD MINES LTD.

     

    

      Per:

      
        

      

      President

    

     

    
      
        
        

      

      
        6