SHARE
      PURCHASE AGREEMENT

     

    This
      Agreement IS entered into this  day
      of
      September 2004 by
      and
      between .Mosquito Consolidated Gold
      Mines Ltd.. a British Columbia corporation (“Purchaser”). and Thomas E. Gillett
      (“Vender”).

    


    WHEREAS.
      Vendor
      is engaged in the business of mining and mineral exploration and is the owner
      of
      1156207 Ontario inc. (the ”Company”) located in the Province of Ontario
      and.

    


    WHEREAS.
      Vendor
      wishcs to sell and Purchaser wishes to purchase 100% of the outstanding shares
      (the “Shares”) of the Company.

    


    NOW,
      THERFORE,
      In
      consideration of the mutual promises and covenants set forth below, the parties
      hereto hereby agree as follows:

    


    1. Vendor
      agrees to sel1 all the Shares. being all issued and outstanding shares
(a
      100%
Interest)
      of 1156207 Ontario
      Inc. which owns a 100% interest in patented mineral claims KRL 5136 5137.
      5138.6979. 6980.6980, 6981. 5408. 5409. 6969. 6970. 6971. all located m the
      Province of Ontario. And any and all buildings, structures, machinery, and
      equipment located on the mineral claims. 

     

    2.
      Purchaser agrees to pay:

     

    
      	
            	(a)	
              $80
                000.00 upon approval of the TSX-Venture Exchange; and,
                

            


    

     

    
      
        
          	
                	(b)	
                  Net
                    Smelter Return: Commencing with the 15th
                    day of the month after the calendar quarter in which production
                    of the
                    Porperty has commenced, and thereafter quarterly on or before
                    the
                    15th
                    day of the month following each calendar quarter, the Vendor
                    shall be
                    entitled to receive and Mosquito shall pay the Vewndor a one
                    percent(1%)
                    Net Smelter Returns.

                


        

      

    

     

    “Net
      Smelter Return” shall mean the cash proceeds received by Mosquito from sale of
      ore and/or concentrates produced from the Property less
      successively;

    


    
      	
            	(a)	
              The
                cost of transportation and related insurance premiums of such ore
                and/or
                concentrates from
                mine or the mill, as the case may be, to the smelter or other place
                of
                treatment; and 

            


    

     

    
      	
            	(b)	
              Smelter
                and treatment charges. Payment of Net Smelter Returns payable to
                the
                Vendor hereunder shall be made quarterly as aforesaid. Within, 120
                days
                after the end of each calendar year for which Net Smelter Returns
                are
                payable to the Vendor, the records relating to the calculation of
                Net
                Smelter for such year shall be audited and any adjustments in payment
                of
                Net Smelter Returns to the Vendor shall be made forthwith. All payments
                of
                Net Smelter Returns to the Vendor for a calendar year shall be deemed
                final and in full satisfaction of all obligations of Mosquito in
                respect
                thereof if such payments or the calculations thereof are not dispueted
                by
                the Vendor withing 60 days after receipt by the Vendor of the said
                audited
                calculations of Net Smeter Returns

            


    

    


    3.
      Vendor
      represents and warrants to Purchaser as follows:

    


    
      	3.1	
              The
                Company is not being operated in violation of any applicable Law
                of any
                Governmental Authority or in violation of any Permit or other specific
                authorization issued by a Governmental Authority to
                Vendor.

            


    

    


    
      	3.2	
              There
                are no lawsuits or other legal proceedings pending against Vendor
                or
                othem1se relating to the conduct of the Business or to the knowledge
                of
                Vendor, threatened in writing against
                Vendor.

            


    

    


    
      	3.3	
              Vendor
                owns all Shares being sold in this transaction free and clear of
                all
                liens. claims or encumbrances
                of any nature whatsoever.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	3.4	
              All
                representations and warranties of Vendor contained in this Agreement
                shall
                be accurate in all material
                respects as of the Closing with the smile effect as if made on and
                as of
                such date. As of the Closing, Vendor shall
                have
                pert armed and complied III all material respects with all covenants
                and
                agreements and satisfied all conditions required to be performed
                and
                complied with by it at or before such
                time.

            


    

     

    
      	4.1	
              The
                closing of the transactions contemplated hereby (the "Closing") shall
                take
                place at 10:00 a.m. local
                time at the offices of the lawyer of
                the
                Vendor within ten business days following the execution of this Agreement,
                at which time the Vendor shall deliver to Purchaser the
                following:

            


    

     

    
      	
            	(i)	
              such
                assignments or other instruments of transfer and assignment, in for
                and
                substance reasonably satisfactory to Purchasor, as are effective
                to vest
                in Purchaser title to the Shares
                and

            


    

     

    
      	
            	(ii)	
              (ii)
                all corporate records of the Company, including the Minute Book,
                with the
                transfer of the Shares to the Purchaser duly recorded therein, with
                Brian
                McClay being th president and sole signing officer of the
                Company.

            


    

    


    4.2.
      At
      the Closing. Purchaser shall deliver to Vendor a cheque 111 the amount of
      $80,000.

    
      


      5
        1 At
        any time and from time to time after the date hereof, each party hereto shall,
        without further consideration, execute and deliver to the other such instruments
        of transfer and shall take such other action as the other may reasonably
        request
        to carry out the transfer of assets contemplated by this Agreement.

       

      5.2.
        Vendor shall defend indemnify and hold harmless Purchase, its shareholders,
        directors, officers, employees, agents, and assigns promptly upon demand
        at any
        time and from time to time, from and against any liabilities or any other
        liabilities associated with the Company, that occurred prior to
        Closing.

       

      5.3.
        The
        representations, and warranties of Vendor contained in this Agreement shall
        survive the transaction contemplated hereby for a period ending on the first
        anniversary of the Closing.

       

      5.4
        Vendor agrees to provide Purchaser a Right of First Refusal on any mineral
        properties in the Red Lake and Larder Lake areas for one year from the date
        of
        closing.


    
       

    

    5.5
      This
      Agreement supersedes any previous agreements and understandings between the
      parties hereto.

    


    5.6
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      Province of
      Ontario,
      and all parties have relied on their own legal representation.

     

    5.7 
      All
      notices and other communications under this Agreement shall be in writing and
      shall be deemed given when delivered personally or mailed by registered mail.
      return receipt requested to tile parties
      at the following addresses

     

    If
      to
      Vendor: Thomas E. Gillett. RR#3. Marmora. Ontario K0K 2M0

     

    If
      to
      Purchaser: Mosquito Consolidated Gold Mines 301—455 Granville
      Street. Vancouver B.C. V6C 111

     

    This
      Agreement has been duly executed on the date hereinabove set forth.

    
 

    

     

    
      
        
        

      

      
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