OPTION
      TO
      PURCHASE AGREEMENT

     

    THIS
      OPTION TO PURCHASE AGREEMENT is made effective this 13th
      Day of
      October, 2004.

     

    CUMO
      MOLYBDENUM MINING INC.

     

    A
      Nevada
      Corporation with an office at 608 Front Street, P.O. Box 408, Mina, Nevada
      89442
      (hereinafter referred to as "Optionor") does hereby OPTION AND GRANT
      unto

     

    MOSQUITO
      CONSOLIDATED GOLD MINES LIMITED

     

    A
      British
      Columbia Corporation with an office at 301-455 Granville St., Vancouver, B.c.
      V6C 1 Tl (hereafter referred to as "Optionee")

     

    1.
      An
      Option to explore, mine and process minerals from the New CUMO Mining Claims
      described in the attached Exhibit "A" (hereinafter referred to as the
      "Property").

     

    WHEREAS:

     

    A.
      CUMO
      Molybdenum Mining, Inc. owns certain un-patented mining claims situated in
      Boise
      County, Idaho, more particularly described in Exhibit A attached hereto and
      by
      this reference made a part hereof and hereafter referred to as the
      "Property".

     

    B.
      Optionor and Optionee desire to enter into an Agreement pursuant to which the
      Optionor shall grant to the Optionee an Option to Purchase the Property, on
      the
      terms and conditions as herein set forth.

     

    NOW,
      THEREFORE, in consideration of their mutual agreements and obligations
      hereinafter set forth, the parties agree as follows:

     

    1.
      Definitions. The following defined words wherever used in this agreement, shall
      have the meaning described below:

     

    1.1
      "Commercial Production" shall mean the extraction, processing or handling of
      Products removed from the Property.

     

    1.2
      "
      Effective Date" shall mean the date first above set forth.

     

    1.3
      "Option Year" shall mean One (1) year period following the Effective Date and
      each anniversary
      of the Effective Date. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.4
      " Optionor" shall
      mean CUMO Molybdenum Mining Inc. and their successors and assigns.

    


    1.5
      "Optionee" shall
      mean Mosquito Consolidated Gold Mines Ltd. and their successors and
      assigns.

    


    1.6
      "Products" shall
      mean copper, molybdenum, silver, gold or other ores, minerals or metals mined
      and processed from the Property.

     

    1.7
      “Royalty"
      shall
      mean the amount owed and payable to the Optionor from Commercial
      Production from the Property.

     

    2.0
      GRANT OF MINING PRIVILEGE, OPTION AND USE.

    


    2.1
      GENERAL: Optionor
      and Optionee enter into this Option
      Agreement(hereinafter
      referred to as the Agreement) for the purposes hereinafter mentioned, and they
      agree that all their rights and all of the operations on or in connection with
      he Property shall be subject to and governed by this Agreement.

    


    2.2
      GRANT OF MINING PRIVILEGE: Subject
      to the terms and conditions of this Agreement and to the extent permitted by
      applicable federal, state and local laws, regulations and ordinances, Optionor
      grants exclusively to Optionee the right to enter upon the Property for the
      purpose of exploring for, developing and processing Products from the Property.
      Optionee may perform such drilling, blasting, bulldozing, stockpiling and
      testing and other work on said mining Property as may be necessary to explore
      and develop the Property. Optionee has the privilege, at their election to
      construct buildings and to install and operate crushing and processing equipment
      in support of any operation.

    


    2.3
      REPRESENTATIONS: The
      Optionor represents, warrants and covenants to and with the Optionee
      that:

    


    a.
      it is
      a company duly incorporated, validly subsisting, and in good standing under
      the
      laws of the State of Nevada;

    


    b.
      it has
      full power and authority to enter into and carry out this Agreement and the
      signing, delivery and performance of this Agreement will not conflict with
      any
      other Agreement.

    


    c.
      it is
      the registered and beneficial owner of the Property and has good title to the
      Property, free and clear of any liens and encumbrances and is not subject to
      any
      right, claim or interest of any other persons.

    


    d.
      the
      Property is accurately described in Exhibit A and the Property is in good
      standing under Idaho and Federal law.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    e.
      It has
      made all taxes, assessments, rentals, levies or other payments relating to
      the
      Property required to be made to any federal, state, or local governmental
      agency.

    


    f.
      It has
      not received from any government agency any notice relating to any actual or
      alleged environmental claims, and so far as the Optionor is aware, there are
      no
      outstanding work orders or actions required to be taken relating to
      environmental matters respecting the Property.

    


    g.
      So far
      as the Optionor is aware, there is no adverse claims or challenges against
      as to
      the ownership of or title to the Property, nor is there any basis for any
      adverse claim or challenge, and there are no outstanding agreements, to acquire,
      purchase or explore the Property, and no other person has any royalty or
      interest in production or profit from the Property or any portion of the
      Property, other than to Optionor, and

    


    h.
      It
      will make available to the Optionee all information in its possession or control
      relating to exploration work done on or regarding the property.

    


    3.0
      RELATIONSHIP OF THE PARTIES.

    


    3.1
      NO PARTNERSHIP: This
      lease agreement shall not be to constitute any party, in its capacity as such,
      the partner, agent or legal representative of any party, or to create any
      partnership, mining partnership or other partnership relationship, or fiduciary
      relationship between them, for any purpose whatsoever.

    


    4.0
      TERM: Unless
      terminated earlier, as herein provided, the term of this Option shall be for
      so
      long as the Option Agreement is in effect and good standing.

    


    5.0
      PAYMENTS: In
      consideration of the granting of the privileges aforesaid, Optionee has agreed
      and herein agrees, during the continuance in effect of this Option, to pay
      to
      the Optionor the following sums of money and shares on or before the dates
      specified:

    


    5.1
      MINIMUM ADVANCED ROYALTY AND STOCK PAYMENTS:

     

    
      
        	
                a.
                  On
                  signing.

              	 	
                $10,000
                  USD

              
	 	 	 
	
                b.
                  After 60 days,

              	 	
                $10,000
                  USD

              
	 	 	 
	
                c.
                  After 6 months,

              	 	
                $5000
                  USD.

              
	 	 	 
	
                d.
                  1st Anniversary,

              	 	
                $20,000
                  USD.

              
	 	 	 
	
                e.
                  2nd Anniversary,

              	 	
                $20,000
                  USD.

              
	 	 	 
	
                f.
                  3rd Anniversary,

              	 	
                $15,000
                  USD

              
	 	 	 
	
                g.
                  $15,000
                  USD every 6 months thereafter for so long as Option is in
                  effect.

              


      

       

    

    All
      of
      the above payments, except for the shares, are to be considered as Minimum
      Advanced Royalty Payments to be credited against any Royalty payments owed
      to
      Optionor in the future.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    5.2
      SHARE
      PAYMENTS

    


    The
      Optionee shall issue 300,000 common shares of Mosquito Consolidated Gold Mines
      Limited to the Optionor as follows:

    


    
      	a.	
              After
                60 days, 90,000 shares of Mosquito Consolidated Gold Mines
                Limited.

            


      	 	 


    

    
      	b.	
              After
                9 months, 90,000 shares of Mosquito Consolidated Gold Mines
                Limited.

            


      	 	 


    

    
      	c.	
              After
                18 months, 120,000 shares, of Mosquito Consolidated Gold Mines
                Limited.

            


      	 	 


    

    This
      agreement and the issuance of shares are subject to the approval of the
      TSX-Venture Exchange.

     

    
      	5:3	
              NET
                SMELTER RETURN ROYALTY (NSR):
                The Optionee shall pay a Net Smelter
                Return Royalty (NSR) of 1.5% (one & one-half percent) to a maximum of
                $3,000,000.00 and thereafter a 0.5% (one-half percent) NSR payable
                for so
                long as the Option is in effect.

            


    

    


    For
      the
      purpose of this agreement, a net smelter return royalty (NSR) shall mean the
      total gross sale proceeds received by or credited to the Optionee for Products
      less only:

     

    
      	
            	a.	
              All
                actual costs incurred by the Optionee for transportation of the
                Products
                to a point of sale including insurance;

            


      	 	 	 


    

    
      	
            	b.	
              All
                sampling, assaying, weighing, treatment or processing, milling,
                smelter
                or refining charges or penalties which are charged by the purchaser
                to the
                Optionee except those deducted by the purchaser directly from the
                proceeds
                of sale; and

            


      	 	 	 


    

    
      	
            	c.	
              All
                taxes levied upon production or severance of the products, or upon
                which the sale the net smelter is
                computed.

            


    

    


    Any
      payments received by the Optionor payable under paragraph 5.1 will be credited
      and deducted from any advance royalty payments due for so long as the Option
      is
      in effect.

    


    5.4
      METHOD OF PAYMENT OF ROYALTY:
      All
      Royalty payments made by Optionee to Optionor shall be due and payable every
      60
      days by wire transfer, cashiers check, money order or by cash to Optionor
      representative in person or by delivery to Optionor address for notice purposes.
      Optionee shall be obligated to deliver only a single check or payment, and
      Optionee shall have no responsibility for disbursement or distribution of any
      payment after receipt of payment by the payee. Optionee shall deliver to
      Optionor a statement showing the amount of production Royalty due and the manner
      in which it was determined and shall submit to Optionor data reasonably
      necessary to enable Optionor to verify the determination.

    


    5.4
      AUDIT:
      Optionor or its authorized agents shall have the right to audit and inspect
      Optionee accounting records used in calculating production royalty payments,
      which may be exercised as to each payment at any reasonable time during a period
      of one (1) year from the date on which payment was made by lessee. If no such
      audit is performed during such period, such accounts, records and payment shall
      be conclusively deemed to be
      true,
      accurate and correct.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
6.0
      COMPLIANCE WITH THE LAW: The
      exercise by Optionee of any of any rights, privileges, grants and uses under
      this Agreement shall conform at all times with the applicable
      laws and regulations of the state in which the Property is situated and those
      of
the
      USA.
      Optionee shall be fully responsible for compliance with all applicable federal,
      state and local reclamation, statutes, regulations and ordinances relating
      to
      such work. Optionee shall indemnify and hold harmless Optionor from any claims,
      assessments, fines and actions arising from Optionee failure to perform the
      foregoing obligations. Optionor agrees to cooperate with Optionee in Optionee
      application for governmental licenses, permits and approvals, the cost of all
      of
      which shall be borne by Optionee.

     

    7.0
      MINING AND PROCESSING PRACTICES: The
      Optionee shall carry out all mining and
      processing operations in a good, workman and miner like manner according
to
      the
      rules and customs of good and economic mining and processing and in compliance
      with all state, federal and local safety rules and regulations. Optionee will
      comply with all Local, State and Federal environmental laws and regulations
      during mining and reclamation activities on the Property and obtain all
      necessary permits pertaining to these activities.

    


    7.1
      KEEPING PROPERTY IN GOOD STANDING AND FREE FROM LIENS, ETC:
The
      Optionee shall file Notice of Intent to Hold Claims with the Boise County
      Recorder by August 1 of any year and pay Annual Rental Fees (now $125 per year
      per claim) to the BLM by August 15 of any year. The Optionee shall promptly
      pay
      and discharge all liens, claims and demands of laborers and material men, who
      may be employed by Optionee on or about the mining premises in transporting
      and
      handling rock products from the said mining premises and in connection with
      mining and processing operations by them conducted thereon, to the end and
      purpose that said premises shall be kept free and clear of claims and demands
      of
      laborer, material men and others who may be employed thereon, or furnish
      material or fuel thereon. Optionee further agree that the Optionor may, at
      their
      option, post or cause to be posted upon the premises one or more notice of
      non-responsibility in the manner and form prescribed by law, to the end that
      such notices of non-responsibility, with proof of posting, may be recorded
      by
      Optionor.

    


    7.2
      INSURANCE: Optionee
      shall keep in full force and effect, at his sole cost and expense, Workman's
      Compensation Insurance for protection of all employees, workmen, sub-contractors
      and other laborers engaged by him in, on or about the mining premises and/or
      in
      connection with work, mining and transportation and processing all rock and
      rock
      products thereon and there from, and that he will further comply with all laws,
      rules and regulations of governmental authority relating to or applicable to
      operations conducted on the demised property. Optionee shall carry a liability
      policy of at least one million ($1,000,000) US dollars to cover all phases
      of
      operations on the premises.

    


    7.3
      TAXES: Optionee
      shall, during the continuance in effect of this Option Agreement, pay all local,
      state and federal taxes and county assessments on improvements and equipment
      which may be levied, assessed or charged against or for the benefit of the
      mining
      operation and premises which are the subject hereof, and for material extracted
      or removed from the premises. Optionor shall pay their taxes on income from
      Property.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    7.4
      CROSS MINING:
      Optionee
      is granted the right to mine and remove Products from the Property through
      or by
      all means of shafts, openings or pits which may be in or upon adjoining lands
      owned or controlled by Optionee. Optionee may use the Property and any shafts,
      openings or pits on the Property for the mining, removal, treatment and
      transportation of ores or Products from adjoining lands, or for any purpose
      connected with such activities. Optionee shall have the right to treat or
      process, in any manner, any Products mined or produced from the Property and
      from such lands. Such treatment may be conducted wholly or in part at facilities
      established or maintained on the Property or on other lands. The tailings or
      residue from such treatment shall be deemed waste and may be deposited on the
      property on the Property or on other lands and Optionee shall have
      no
      obligation to remove such waste from the Property nor return to the Property
      waste
      resulting from the processing of Products from the Property.

    


    8.0
      WORK REQUIREMENT:
      Optionee will perform at least $25,000 worth of work on the "Property" during
      the first year and at least $50,000 worth of work on the property each year
      thereafter for so long as the Option is in effect. The dollar value of
      production Royalty
      paid can be counted as "work”. All monies expended may be credited towards
      future years.

    


    9.0
      DEFAULT BY OPTIONEE AND SUBSEQUENT /TERMINATION BY OPTIONOR:
      In the
      event of any default or failure by Optionee to comply with any of the
      covenants, terms or conditions of this Agreement, Optioric>r shall give
      written notice by certified mail of said default, specifying details of same.
      If
      such default by Optionee is not remedied within Thirty (30) days after receipt
      of the notice, then this Agreement shall be deemed cancelled and terminated
      effective on the Thirty First (31st) day after receipt of the notice. In the
      case of Optionee failure to pay the minimum advanced royalty or production
      royalty payments due hereunder, Optionor shall be entitled to give Optionee
      written notice by certified mail of default, and if such default is not remedied
      within Twenty (20) days after receipt of the notice, then the Agreement shall
      be
      deemed cancelled and terminated effective on the Twenty First (21 st) day after
      Optionee receipt of said notice. If Optionee refuses to accept certified mail
      then automatic termination takes effect based on date of refusal to accept
      notice rather then on date of actual receipt of notice.

    


    9.1
      TERMINATION BY OPTIONEE:
      Optionee may at any time terminate this Agreement by giving 30-day advance
      written notice of said termination to Optionor. On or promptly after delivery
      of
      the notice of termination, Optionee shall execute and deliver to Optionor a
      written release of the Agreement in proper form for recording. Optionee
shall
      be
      required to pay all payments whatsoever owed to Optionor at the time of
termination.
      On expiration or termination of this Agreement, Optionee shall surrender and
      return the Property in a state of compliance with applicable laws, regulations
      and ordinances of any government agency or authority having jurisdiction of
      the
      Property, and, if Optionee compliance is incomplete at such time, then Optionee
      shall diligently take the actions necessary to complete compliance. Optionee
      will leave claims in good standing
      in regards to paying annual BLM Rental Fees of $125 per claim. Optionee
      obligation to perform all reclamation and cleanup work as required by federal,
      state and local government regulation, law or statute as a result of its
      activities or operations on the Property shall survive termination of this
      Agreement.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    10.0
      REMOVAL OF EQUIPMENT: Optionee
      shall upon termination of this Agreement, at the request of the Optionor, but
      in
      any case not later than Six (6) months after termination of this Agreement
      remove from the Property all buildings, structures and equipment, and to restore
      or diligently act to restore the Property to an environmentally acceptable
      state
      as may be required by federal, state and local government
      authority. Any buildings, structures or equipment including personal
property
      of the Optionee, remaining on the Property after the time described in this
      section
      shall deemed to be owned by Optionor with no further action on the part of
      the
      parties.

    


    11.0
      FORCE MAJEURE: The
      respective obligations of either party, except Optionee obligation to pay the
      minimum payments and maintain all insurance, shall be suspended during the
      time
      and to only the extent that such party is prevented from compliance, in whole
      or
      in part, by war, earthquake, fire, flood, strike and the act or restraint,
      present or future, of any lawful authority, statute, governmental regulation
      or
      ordinance, environmental restrictions or conditions, permit or license approval
      or act of God.

    


    12.0
      NOTICES: Any
      notices required or authorized to be given by this Agreement shall be in written
      form by registered or certified mail, addressed to the proper party at the
      following address or such address as shall have been designated to the other
      party in accordance with this section. Any notice required or authorized to
      be
      given by this Agreement
      shall be deemed to have been sufficiently given or served in written form if
      mailed as provided herein or personally delivered to the proper party. Such
      notice shall be effective on the date of receipt by the addressee
      party:

    


    If
      to Optionor: CUMO Molybdenum Mining, Inc. 

    P.O.
      Box 408

    Mina,
      Nevada 89422

    


    If
      to Optionee: Mosquito Consolidated Gold Mines 

    Limited
      301-455 Granville St.

    Vancouver,
      B.C. Canada V6C ITI

    


    13.0
      BINDING EFFECT OF OBLIGATIONS: The
      terms
      of this Agreement will "Run With the Land" and shall be binding upon and inure
      to the benefit of the respective parties and their successors and
      assigns.

    


    14.0
      WHOLE AGREEMENT: The
      parties hereto agree that the whole Agreement between them is written in this
      Agreement and in any memorandum of agreement of even date,
      which is intended to be recorded. There are no terms or conditions, express
      or
      implied, than expressly stated in this Agreement. This Agreement may be amended
      or modified only by an instrument in writing, signed by the parties with the
      same formality as this Agreement.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    15.0
      GOVERNING LAW:
      This
      Agreement shall be construed and enforced In accordance with the laws of the
      State of Nevada and Province of British Columbia.

     

    16.0
      MUL TIPLE COUNTERPARTS:
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original, but all of which shall constitute
      the same agreement. 

     

    17.0
      SEVERABILITY:
      If any
      part, term or provision of this Agreement is held by a c6uriq)f competent
      jurisdiction to be illegal or in conflict with any law of the USA, or state,
      the
      validity of the remaining portions or provisions shall not be affected, and
      the
      rights and obligations of the parties shall be construed and enforced as if
      the
      Agreement did not contain the particular part, term or provision held to be
      invalid.

     

    18.0
      ASSIGNMENT:
      Upon
      providing written notice to the other party in accordance with the terms of
      this
      Agreement, either party may assign its respective rights and obligations
      under this Agreement, provided that the assignee executes an assumption of
      all
      of
      the assignor's obligations hereunder and agrees to be bound by all terms and
      conditions of this Agreement. No such assignment shall in any way enlarge or
      diminish the right of obligations of Lessee or Optionor hereunder. Upon the
      assumption by the assignee of the assignors obligations, the assigning party
      shall be fully released from and shall not be liable or responsible to the
      non-assigning party in any way for any duties, costs, payments or other
      liabilities or obligations that thereafter arise or accrue directly or
      indirectly under this Agreement. A fully executed memorandum of assignment
      in a
      form that can be recorded shall be provided to the non-assigning party by the
      assigning party.

     

     

    
      	County
              of Washoe 	) 
	State
              of Nevada	)
              ss
	USA	) 


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    On
      this
      13TH
      day of
      October, 2004, personally
      appeared
      before me, a Notary Public, Brian A. McClay and acknowledged that he executed
      the above Option Agreement in his capacity as President of
      Mosquito Consolidated Gold Mines Limited,
      as
      indicated above, on behalf of said Corporation and that the Corporation executed
      same.

     

    

     

    
      
        	County
                of Washoe 	) 
	State
                of Nevada	)
                ss.
	USA	) 


      

       

    

    On
      this
13
      day of
      October, 2004, Thomas L. Evans personally appeared before
      me, a Notary Public, and acknowledged that he executed the above Option
      Agreement in his capacity as President of CUMO Molybdenum Mining, Inc., as
      indicated above, on behalf of said Corporation and that the Corporation executed
      same.

     

    
      

    

    


    EXHIBIT
      "A"

     

    The
      Property, which is the subject of the aforementioned Option Agreement, includes
      those certain Un-patented Mining Claims situate in Sections 17 & 18, T8N;
      R6E in Boise County, Idaho which are owned by the Optionor, more particularly
      described as follows:

     

    
      	
               Name
                of Claim

            	 	
              BLM
                Serial #

            	 	
              County
                Instrument #

            
	
               New
                CUMO # 1

            	 	
              IMC
                182493

            	 	
              171292

            
	
               New
                CUMO#2

            	 	
              IMC
                182494

            	 	
              171293

            
	
               New
                CUMO # 3

            	 	
              IMC
                182495

            	 	
              171294

            
	
               New
                CUMO#4

            	 	
              IMC
                182496

            	 	
              171295

            
	
               New
                CUMO # 5

            	 	
              IMC
                182497

            	 	
              171296

            
	
               New
                CUMO # 6

            	 	
              IMC
                182498

            	 	
              171297

            
	
               New
                CUMO# 7

            	 	
              IMC
                182499

            	 	
              171298

            
	
               New
                CUMO#8

            	 	
              IMC
                182500

            	 	
              171299

            


    

     

    
      
        
        

      

      
        9