OPTION
        AGREEMENT 

      OPTION
        AGREEMENT - CUMO AND TRIKA Y PROPERTIES 

      


      TillS
        AGREEMENT is dated for reference the 21st day of January, 2005. 

       

      BETWEEN:
        

      MOSQUITO
        CONSOLIDATED GOLD MINES LIMITED, 

      #301
        -
        455
        Granville Street, 

      Vancouver,
        British Columbia, V 6C 1 Tl 

      (the
        'Optionor") 

      OF
        THE
        FIRST PART 

       

      AND:
        

      KOBEX
        RESOURCES LTD., #1605
        -

      750
        West
        Pender Street, Vancouver, 

      British
        Columbia, V 6C 2I8 

      (the
        'Optionee") 

      OF
        THE
        SECOND PART 

       

      WHEREAS:
        

      


      A.
        The
        Optionor has entered into an agreement dated October13, 2004 and amended
        January
        14, 2005
        (together, the "Cumo Agreement"), a copy of which is attached as Schedule
        "A" to
        this Agreement,
        pursuant to which the Optionor has the right and option to acquire a 100%
        undivided interest
        in certain mineral claims or mineral property interests as set out in the
        Cumo
        Agreement (the "Cumo
        Property"); 

      


      B.
        The
        Optionor also has applied for an Exploration Pennit with respect to certain
        mineral claims situate
        in the Mt. lsa area of the State of Queensland, Australia, more particularly
        described in Schedule "B"
        to
        this Agreement (the 'Trikay Property"); and 

      


      C.
        The
        Optionor has agreed to grant to the Optionee the sole and exclusive right
        and
        option to acquire
        all of the Optionor's interest in and to both the Cumo Property and the Trikay
        Property (hereinafter
        collectively referred to as the 'Property'), upon and subject to the terms
        and
        conditions herein
        set forth.  

       

      NOW
        THEREFORE TillS AGREEMENT WITNESSES that in consideration of the premises
        and
        for other
        good and valuable consideration, the receipt and sufficiency whereof is by
        the
        Optionor hereby
        acknowledged, the parties agree as follows: 

       

      DEFINITIONS 

       

      
        1.
           For
          the
          purposes of this Agreement the following words and phrases shall have the
          following meanings,
          namely: 

         

      

      
        	
              	
                
                  consummation of
                    the transaction herein contemplated will not conflict with or
result
                    in any breach of any covenants or agreements contained in, or
                    constitute a
                    default
                    under, or result in the creation of any encumbrance under the
                    provisions
                    of,
                    the Articles or the constating documents of the Optionee or any
                    shareholders'
                    or directors' resolution, indenture, agreement or other instrument
                    whatsoever
                    to which the Optionee is a party or by which it is bound or to
                    which
                    it
                    or the Property may be subject;


                

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        	
              	(iii)	
                no
                  proceedings are pending for, and the Optionee is unaware of any
                  basis for
                  the institution
                  of any proceedings leading to, the dissolution or winding up of
                  the
                  Optionee
                  or the placing of the Optionee in bankruptcy or subject to any
                  other
                  laws
                  governing the affairs of insolvent persons;


              


      

      


      
        	
              	(b)	
                The
                  representations and warranties contained in this Section 3 are
                  provided
                  for the exclusive
                  benefit of the Optionor and a breach of anyone or more thereof
                  may be
                  waived
                  by the Optionor in whole or in part at any time without prejudice
                  to its
                  rights in respect
                  of any other breach of the same or any other representation or
                  warranty;
                  and the representations
                  and warranties contained in this Section shall survive the execution
                  hereof.
                  

              


      

      


      ACQUISITION
        OF OPTION 

      


      
        	4.	(a)	
                The
                  Optionor hereby grants to the Optionee the sole and exclusive right
                  and
                  option, subject
                  to the terms of this Agreement, to acquire the Property free and
                  clear of
                  all charges,
                  encumbrances and claims, save and except for those set out herein.
                  

              


      

      


      
        	
              	(b)	
                Subject
                  to the provisions of Sections 14 and 17, this Agreement and the
                  Option may
                  be terminated
                  by the Optionor if the Optionee should fail to make any of the
                  following Option
                  payments or share issuances or incur the following Expenditures,
                  within
                  the time limits
                  set out below: 

              


      

      


      
        	
              	(i)	
                Cash
                  Payments: (Total $5,000,000): 

              


      

       

      
        	
              	
              	
                $50,000
                  non-refundable signillg fee upon the execu~~. of this Agreement;

              


        	 	 


        	
              	 	
                A
                  further $50,000 upon completion of Due Diligence by the Optionee
                  and
                  acceptance for filing of this Agreement by the TSX Venture Exchange
                  ('Regulatory
                  Acceptance ");
                  

              


        	
              	 	 


        	
              	 	A finther $150,000 within the earlier
                of 6
                months from the date of this Agreement
                and the date of Regulatory Acceptance; 


        	 	 


        
          A
            finther
            $500,000 on or before January 21, 2006; 

          
             

            A
              further
              $750,000 on or before January 21,2007; 

             

            
              
                
                

              

              
                -5-

                
                  

                

              

              
                
                

              

            

             

            A
              further
              $1,500,000 on or before January 21,2008; 

             

            A
              further
              $2,000,000 on or before January 21, 2009; 

             

          

        

      

      (ii)
        Share Issuances: 12,500,000 fully paid and non-assessable shares in the
        capital of
        the
        Optionee as presently constituted, to be adjusted in the event of any
subdivision,
        consolidation or other capital reorganization and to be issued
        as follows:
        

       

      500,000
        on Regulatory Acceptance; 

       

      1,500,000
        on or before January 21, 2006; 

       

      2,000,000
        on or before January 21,2007; 

       

      3,500,000
        on or before January 21, 2008; 

       

      5,000,000
        on or before January 21, 2009; 

      


      (ill)
        Expenditures: (Total $10,000,000) to be made as follows: 

       

      $1,000,000
        on or before January 21,2006; 

       

      $1,500,000
        on or before January 21, 2007; 

       

      $2,000,000
        on or before January 21, 2008; 

       

      $2,500,000
        on or before January 21,2009; 

       

      $3,000,000
        on or before January 21, 2010; 

       

      
        	(c)	
                Notwithstanding
                  any other provision herein, but subject to completion of Due Diligence
                  to
                  the
                  satisfaction of the Optionee, the Optionee agrees as a finn commitment
                  that in
                  consideration
                  for the grant of the Option herein it will make cash payments to
                  the
                  Optionor
                  hereunder of not less than $250,000 and incur Expenditures of not
                  less
                  than $1,000,000,
                  prior to termination of the Option.


              


      

      


      
        	(d)	
                The
                  Optionee further agrees that in the event the Expenditures as set
                  out in
                  Section
                  4(b )(iii) are accelerated, the cash payments and share issuances
                  referred
                  to in Sections
                  4(b )(i) and (ii) will also be accelerated in a corresponding manner.
                  

              


      

       

      
        	(e)	
                If
                  the Optionee accelerates the payments and other obligations descn~d-~
                  this
                  Section
                  4, the Optionor, if it has not already done so, will accelerate
                  the
                  exe;ci~ of the option
                  granted
                  to the Optionor under the Cumo Agreement such that the Optionee
                  will
                  receive title
                  to the Cumo Property free and clear of all liens, claims, charges
                  and
                  encumbrances
                  and
                  to the extent that the Optionor fails to do so, the Optionee shan
                  have
                  the
                  right to provide the Optionor with such cash payments as may be
                  required
                  to effect the
                  exercise of the option under the Cumo Agreement and deduct such
                  payments
                  from the
                  January 21, 2009 payment due to the Optionor under Section 4 of
                  this
                  Agreement and
                  upon receipt of such payments, the Optionor agrees to make the
                  required
                  payment in shares
                  of its capital so as to fully exercise the option under the Cumo
                  Agreement.. 

              


      

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

       

      EXERCISE
        OF OPTION 

       

      
        	5.	(a)	
                The
                  Optionee may exercise the Option herein by making all of the cash
                  payments, issuing
                  all of the shares, and incurring all of the Expenditures provided
                  for in
                  Section
                  4.   ,
                  Upon
                  exercise of the Option the Optionee shall deliver to the Optionor
                  a
                  Written statement
                  certified by the Chief Financial Officer of the Optionee setting
                  out in
                  reasonable
                  detail particulars of Expenditures incurred by the Optionee hereunder
                  which in
                  the absence of manifest error shall constitute conclusive evidence
                  that
                  such Expenditures
                  have been incurred. 

              


      

       

      
        	
              	(b)	
                If and
                  when the Option has been exercised, a 100% right, title and interest
                  in
                  and to the Property
                  shall vest in the Optionee free and clear of all charges, encumbrances
                  and
                  claims,
                  except for the royalty interest described in the Cumo Agreement.
                  

              


      

       

      RIGHT
        OF ENTRY 

       

      6.
        Throughout the Option Period the Directors and aTIcers of the Optionee and
        its
        servants, agents and independent
        contractors, shall have the sole and exclusive right in respect of the Property
        (subject however
        to the provisions of Section 8(c)) to: 

       

      
        	
              	(a)	
                enter
                  thereon; 

              


      

       

      
        	
              	(b)	
                have
                  exclusive and quiet possession thereof;


              


      

       

      
        	
              	(c)	
                do
                  such prospecting, exploration, development and/or other milling
                  work
                  thereon and thereunder
                  as the Optionee in its sole discretion may determine advisable;
                  

              


      

       

      
        	
              	(d)	
                bring
                  upon and erect upon the Property, buildings, plant, machinery and
                  equipment as the
                  Optionee may deem advisable; and 

              


      

       

      
        	
              	(e)	
                remove
                  therefrom and dispose of reasonable quantities of ores, minerals
                  and
                  metals for the
                  purposes of obtaining assays or making other tests.
                  

              


      

       

      TRANSFER
        OF PROPERTY 

       

      
        	7.	(a)	
                Immediately
                  following Regulatory Acceptance the Optionor shall deliver, or
                  cause to be
                  delivered,
                  to the Optionee transfers of the Cumo Property duly executed by
                  Cumo in
                  favour
                  of the Optionee and undertake and carry out such measures as are
                  appropriate for the
                  transfer of all the Optionor's rights in the Trikay Property to
                  the
                  Optionee and all costs
                  incurred in doing so shall be borne by the Optionee.
                  

              


      

       

      
        	
              	(b)	
                The
                  Optionee shall be entitled to record all transfers contemplated
                  hereby at
                  its own cost
                  with the appropriate government office to effect legal transfer
                  of the
                  Property into the
                  name of the Optionee, provided that the Optionee shall hold the
                  Property
                  in trust subject
                  to the terms of this Agreement, it being understood that the transfer
                  of
                  legal title 

              


      

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

    

     

    
      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
        89422
        (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. V
        6C I T I (hereafter referred to as "Optionee")

      


      I.
        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, shaIlhave 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 (I) 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 10cal 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 liel1s 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:

      

        
          	
                  3.
                    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 ~ 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 shaU.-4eliSer 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
        (I)
        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 ftom 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 spent may be used as a credit
            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, Optionor 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
            (31 st) 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 (21st) 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 oftennination, 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, regt!lations
            and ordinances of any government agency or authority having jurisdiction
            of the
            Property, arid, 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 ill accordance with the
                laws of the
                State of Nevada and Province of British Columbia.

               

              16.0
                MULTIPLE 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 court of 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.

               

              

               

              
                
                  
                  

                

                
                  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.


                 

                

                

                  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 # I

                            	 	
                              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

                          
                            

                          

                        

                        
                          
                          

                        

                      

                       

                      
                        AMENDMENT
                          TO OPTION TO PURCHASE AGREEMENT 


                        


                        Between:

                        


                        CUMO
                          Molybdenum Mining Inc. 

                        608
                          Front
                          Street 

                        P.O.
                          408

                        MINA,
                          NEVADA 

                        98422
                          

                        ("Cumo")
                          

                         

                        and

                        


                        Mosquito
                          Consolidated Gold Mines Ltd. 

                        301-455
                          Granville Street Vancouver B. 

                        C.
                          V 6C 1
                          T 1 

                        ("Mosquito")
                          

                        

                          January
                            14, 2005 

                           

                          This
                            letter will confirm our mutual agreement to amend our
                            October 13, 2004 Option to
                            Purchase Agreement
                            (the "Agreement") with the following:

                          


                          1.
                            Cumo
                            will
                            grant Mosquito an exclusive option to purchase all (100%)
                            of Cumo's
                            rights, ownership
                            and royalty interests in the Cumo mineral claims which
                            are the subject of the


                          Agreement
                            (the "Property") for $1,500,000.00(USD).

                          


                          
                            	
                                  	a.	
                                    Term
                                      of the option will be 4 years from date of
                                      this
                                      letter.

                                  


                          

                           

                          
                            	
                                  	b.	
                                    Payment
                                      of the $1,500,000.00 will be $1,000,000.00
                                      in cash and $500,000.00 in
                                      common
                                      shares of Mosquito.

                                  


                          

                          


                          2.
                            It is
                            the intention of Mosquito to enter an agreement with
                            Kobex Resources Ltd.
                            (“Kobex”) whereby
                            Mosquito will grant Kobex an option to purchase all Mosquito's
                            interests in the
                            property. 

                           

                          
                            a.
                              Cumo
                              has
                              agreed to use it's best efforts in assisting the parties
                              in completing this
agreement
                              including entering into a Trust and Escrow agreements
                              with Kobex which will
facilitate
                              the transfer of title in the Property to Kobex and
                              re-transfer title to Cumo in
                              the event
                              that Kobex terminates it's option with Mosquito, in
                              a manner satisfactory to
                              the legal
                              counsel of Cumo. 

                          

                           

                          
                            b.
                              All
                              costs
                              incurred in the transfer, escrow and return oftitIe
                              of the property will be the
responsibility
                              of Kobex. Cumo shall choose an Escrow company satisfactory
                              to all parties.
                              

                             

                            
                              
                                
                                

                              

                              
                                
                                

                                
                                  

                                

                              

                              
                                
                                

                              

                            

                          

                           

                          3.
                            During
                            the term of the agreement any mineral interest within
                            an area of five miles from
                            the exterior boundaries of the Cumo property acquired
                            by any means by or on
                            behalf of either of the parties hereto or their affiliates
                            or associates or any
                            party not at arm's length to either of the parties shall
                            be deemed to be part of
                            the Property and shall be subject to the terms of the
                            Agreement.

                          
                             

                            Mosquito
                              and Cumo will do all things necessary to complete any
                              further documents
                              necessary to insure the completion of the amendments
                              documented in this
                              agreement.

                             

                            4.
                              Notwithstanding paragraph 1 of this amendment, upon
                              payment of the $3,000,000.00
                              in advance royalty payments described in paragraph
                              5.1 of the Agreement and the
                              issuance of the 300,000 shares described in paragraph
                              5.2 of the Agreement Cumo
                              will transfer all interest and title
                              to
                              the property to Mosquito. This transfer will not include
                              the 1/2 % (one-half
                              percent) net smelter
                              royalty payable to Cumo.

                             

                            

                             

                            On
                              this 14th
                              day
of
                              January,
                              2005,
                              personally appeared before me, a Notary Public, Brian
                              A. McClay and acknowledged that he executed the above
                              Amendment to Option to
Purchase
                              Agreement in his capacity as President of Mosquito
                              Consolidoted Gold Mines
Limited,
                              as indicated above, on behalf of said Corporation and
                              the Corporation
executed
                              the same.