PURCHASE
      AGREEMENT

     

    THIS
      AGREEMENT made May 19th,
      2006

     

    BETWEEN:
      MOSQUITO
      CONSOLIDATED GOLD MINES LIMITED
      of 30 1
-
      455
      Granville
      Street, Vancouver, BC, V6C 1T1

     

    
      	
              (the
                "Purchaser")

            	
              OF
                THE FIRST PART

            


    

     

    AND: SHEA
      INSURANCE GROUP INC. of Suite 107, 98 North Washington Street, Boston,
      MA 02114

     

    
      	
              
                (the
                  "Vendor")

              

            	
              
                OF
                  THE SECOND PART

              

            


    

     

    WHEREAS:

     

    A.
      The
      Vendor warrants and represents that it is the owner of the mineral claims more
      particularly described as Spruce Mountain Property, EIko, Nevada, Parcel
      Numbers: OPM-127-064 and OPM-127-062 (collectively, the "Mineral
      Claims").

     

    B.
      The
      Vendor has agreed to sell and transfer 100% ofthe right, title and interest
      in
      and to the Mineral Claims pursuant to the terms hereinafter set forth ftee
      and
      clear of any and all claims of whatsoever nature and kind.

     

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

     

    1. Purchase
      and Sale

     

    1.1
      The
      Vendor hereby sells, assigns, transfers and sets over unto the Purchaser for
      its
      own use absolutely
      an undivided 100% interest in and to the Mineral Claims in its as is condition
      in consideration
      for US$550,OOO (the "Purchase Price") to be paid as follows:

     

     (a)
      US$75,000.OO on or before May 25, 2006; 

     

     (b) US$100,000.00
      on or before July 15, 2006; 

      

     (e) US$IOO,OOO.OO
      on or before September 15, 2006;

     

     (d)
      US$125,000.000 on or before November 15,2006; and

     

     (e)
      U8$150,000.00 on or before January 15,
      2007,

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    wherein
      upon the completion of the foregoing payments, the Purchaser shall be deemed
      to
      be the legal and beneficial owner of a 100% interest in the Mineral Claims
      free
      and clear of all encumbrances except for those set out in the title report
      dated
      May 4, 2006, referencing the original recorded Special Warranty Deed, being
      document No. 550863 prepared by First American Title Company of Nevada attached
      hereto as Schedule "A"
      (the
      "Title Report").

     

    1.2
      In
      the event there is a failure to pay any of the instalments on or before the
      stated due date, as provided in paragraph 1,1, there will be an interest penalty
      applied at the rate of 10% per annum. The Purchase has the right to accelerate
      any of the payments without penalty or any fee.

     

    1.3
      The
      Purchaser shall deliver to Shea Nerland Calnan LLP, Calgary, Alberta on or
      before May 25, 2006, this Agreement originally executed and the first payment
      of
      US$75,000 by way of bank draft made payable to "Shea Nerland Calnan UP in
      Trost", both of which shall not be released to the Vendor until Shea Nerland
      Calnan LLP has:

     

    (i)
      confirmed in writing (the "Confirmation") that it is holding in its
      possession:

     

    
      	
            	(a)	
              duly
                executed and registrable instruments for the conveyance of the legal
                title
                of the Mineral Claims from the Vendor to the Purchaser or the Purchaser's
                designee (the "Conveyancing Instruments'');
                and

            


    

     

    
      	
            	(b)	
              an
                irrevocable direction (the "Irrevocable Direction") to hold the
                Conveyancing Instruments in trust until all payments under paragraph
                1.1
                have been made at which time it shall deliver the Conveyancing Instruments
                to the Purchaser (the "Title Release");
                and

            


    

    



    


    (ii)
      provided the Purchaser with copies of the Conveyancing .lnstruments and
Irrevocable
      Direction together with the Confirmation.

     

    2. Vendor's
      Representation, Warranties and Covenants

     

    2.1
      The
      Vendor represents, warrants and covenants that:

     

    
      	
            	(a)	
              it
                is the owner of an undivided100% interest in and to the Mineral Claims,
                except as
                described in the Title Report;

            


    

    


    
      	
            	(b)	
              the
                Mineral Claims are and until the Title Release will be kept free
                and clear
                of any encumbrances, liens or charges and it has done anything whereby
                the
                Mineral Claims may be encumbered;

            


    

     

    
      	
            	(c)	
              the
                Mineral Claims are and until the Title Release will be in good standing
                under all applicable laws and regulations and all assessment work
                required
                has been performed and filed and all taxes have been paid, except
                that the
                Purchaser acknowledges receipt of a hazardous condition notice on
                the
                Mineral Claims from the State of Nevada and the Purchaser agrees
                to accept
                full responsibility and liability
                to remedy said notice at the Purchaser's sole expense from the 1st
                day
                of

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    May,
      2006. Further, the
      Purchaser agrees to indemnify Seller iTom any and all liability
      associated with said notice;

    


    
      	
            	(d)	
              to
                the best of the information and belief of the Vendor, the Mineral
                Claims
                have been properly located and staked and recorded in compliance
                with the
                laws of the jurisdiction in which they are situated, and that there
                are no
                disputes over title to the Mineral
                Claims;

            


    

     

    
      	
            	(e)	
              it
                has the right to enter into this Agreement and to dispose of 100%
                of its
                right, title and
                interest in and to the Mineral Claims to the
                Purchaser;

            


    

    


    
      	
            	(f)	
              to
                the knowledge of the Vendor there are no outstanding agreements or
                options
                to acquire or purchase the Mineral Claims or any portion thereof
                or
                interest therein and no person as any royalty or interest whatsoever
                in
                production or profits from the Mineral Claims or any portion
                thereof.

            


    

    


    
      	
            	2.2	
              The
                representations and warranties in paragraph 2.1 shall apply to all
                assignments, conveyances, transfers and documents delivered in connection
                with this Agreement and there shall be no merger of any representations
                and warranties in such assignments, conveyances, transfers and documents
                notwithstanding any rule of law, equity or statute to the contrary
                and all
                such rules are hereby waived. The Purchaser shall have the right
                to waive
                any representation and warranty made by the Vendor in the Purchaser's
                favour without prejudice to any of its recourses with respect to
                any other
                breach by the Vendor. All of the representations and warranties contained
                in this Agreement shall survive the closing of this
                transaction.

            


    

     

    3
       Purthaser's
      Representations. Warranties and Covenants

     

    3.1
      The
      Purchaser represents, warrants and covenants that:

     

    (a)
      it
      has the right to enter into this Agreement.

    


    
      	
            	4.	
              General
                Provisions

            


    

     

    
      	
            	4.1	
              Time
                shall be of the essence and the parties shall execute all further
                documents or assurances
                as may be required to carry out the full intent of this
                agreement.

            


    

     

    
      	
            	4.2	
              This
                Agreement constitutes and contains the entire agreement and understanding
                between the parties and supersedes all prior agreement, memoranda,
                correspondence, communications, negotiations and representation,
                whether
                oral or written, express or implied, statutory or otherwise, between
                the
                parties or any of them with respect to the subject matter
                hereof.

            


    

     

    
      	
            	4.3	
              This
                Agreement shall enure to the benefit of and be binding upon the parties
                hereto and their
                respective heirs, executors, administrators, successors and
                assigns. 

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	4.5	
              This
                Agreement may be signed in counterpart and all counterparts taken
                together
                shall constitute
                one and the same Agreement, and any facsimile signature shall be
                taken as
                an original.

            


    

     

    IN
      WITNESS WHEREOF this Agreement has been executed by the parties hereto as of
      the
      day and year first above written