MINERAL PROPERTY PURCHASE AGREEMENT


                  THIS AGREEMENT dated for reference April 1, 2004.


BETWEEN:

                  GLEN  MCDONALD,  of 1600 Beach Avenue,  Suite 905,  Vancouver,
                  British Columbia, V6G 1Y7; and

                  (the "Vendor")

                                                               OF THE FIRST PART

AND:

                  QUORUM  VENTURES  INC.,  a company  incorporated  pursuant to
                  the laws of Nevada with an office at 50 Fell Avenue,Suite 101,
                  North Vancouver, B.C. V7P 3S2;

                  (the "Purchaser")

                                                              OF THE SECOND PART

W H E R E A S :

A. The Vendor is the owner of three mineral  claims  located upon the west shore
of Upper  Ross  Lake,  approximately  44 miles  east-northeast  of  Yellowknife,
Northwest  Territories,  which are more  particularly  described in Schedule "A"
attached hereto which forms a material part hereof (collectively, the "Claims");

B.                The Vendor has agreed to sell and the Purchaser  has agreed to
purchase a 90% right, interest and title in and to the  Claims, subject  to a 2%
net smelter returns royalty,upon the terms and conditions hereinafter set forth;

                  NOW THEREFORE THIS AGREEMENT  WITNESSETH that in consideration
of the mutual covenants and provisos herein contained,  THE PARTIES HERETO AGREE
AS FOLLOWS:

1.                VENDOR'S REPRESENTATIONS

1.1               The Vendor represents and warrants to the Purchaser that:

         (a)      The Vendor is the  registered  and  beneficial  owner  of  the
                  Claims and holds the right to transfer title to the Claims and
                  to explore and develop the Claims;

         (b)      The  Vendor  holds the  Claims  free and  clear of all  liens,
                  charges  and claims of  others,  and the Vendor has a free and
                  unimpeded  right of  access to the  Claims  and has use of the
                  Claims surface for the herein purposes;

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         (c)      The Claims have been duly and validly  located and recorded in
                  a good  and  miner-like  manner  pursuant  to the  laws of the
                  Northwest   Territories  and  are  in  good  standing  in  the
                  Northwest Territories as of the date of this Agreement;

         (d)      There are no adverse  claims or  challenges  against or to the
                  Vendor's ownership of or title to any of the Claims nor to the
                  knowledge of the Vendor is there any basis therefor, and there
                  are  no  outstanding  agreements  or  options  to  acquire  or
                  purchase the Claims or any portion thereof;

         (e)      The Vendor has the full right, authority and capacity to enter
                  into this Agreement without first obtaining the consent of any
                  other person or body  corporate  and the  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 any  indenture,
                  agreement or other  instrument  whatsoever to which the Vendor
                  is a party or by which he is bound or to which he is  subject;
                  and

         (f)      No  proceedings  are pending for, and the Vendor is unaware of
                  any basis for, the institution of any proceedings  which could
                  lead to the placing of either Vendor in bankruptcy,  or in any
                  position similar to bankruptcy.

1.2               The  representations  and  warranties of the Vendor set out in
                  paragraph  1.1  above  form a part of this  Agreement  and are
                  conditions  upon which the  Purchaser  has relied in  entering
                  into this  Agreement and shall survive the  acquisition of any
                  interest in the Claims by the Purchaser.

2.                THE PURCHASER'S REPRESENTATIONS

                  The Purchaser warrants and represents to the Vendor that it is
a body corporate,  duly incorporated  under the laws of the state of Nevada with
full power and absolute capacity to enter into this Agreement and that the terms
of this Agreement have been authorized by all necessary corporate acts and deeds
in order to give effect to the terms hereof.

3.                SALE OF CLAIMS

                  The Vendor hereby sells, grants and devises to the Purchaser a
90% undivided  right,  title and interest in and to the Claims,  subject to a 2%
net smelter returns royalty,  in consideration of the Purchaser paying $7,500 to
the Vendor upon the closing of this Agreement.

4.                CLOSING

                  The sale and  purchase of the  interest in the Claims shall be
closed at noon on April 21, 2004 at the offices of the Purchaser,  or such other
place and time acceptable to both parties.

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5.                COVENANTS OF THE PURCHASER

                  The  Purchaser  shall  perform  all  work on the  Claims  in a
miner-like  manner and shall comply with all laws,  regulations  and  permitting
requirements of Canada and the Yukon Territory including compliance with all:

         (a)      environmental statutes, guidelines and regulations;

         (b)      work permit conditions for lakes and streams; and

         (c)      work restrictions relating to forest fire hazards.

6.                NET SMELTER RETURNS ROYALTY

6.1 On the date the Purchaser commences commercial production on the Claims, the
Vendor shall be entitled to receive and the Purchaser shall pay to the Vendor 2%
of Net Smelter Returns.

6.2 The Purchaser  shall be under no  obligation  whatsoever to place the Claims
into  commercial  production  and in the event they are placed  into  commercial
production,  the  Purchaser  shall  have the right,  at any time,  to curtail or
suspend such production as it, in its absolute discretion, may determine.

6.3 Net Smelter Returns and the payments  payable to the Vendor  hereunder shall
be adjusted and paid quarterly,  and within 90 days after the end of each fiscal
year during which the Claims were in commercial production, the records relating
to the  calculation  of Net  Smelter  Returns  during  that fiscal year shall be
audited and any adjustments shall be made forthwith,  and the audited statements
shall be  delivered  to the Vendor who shall have 60 days after  receipt of such
statements to question in writing their accuracy and failing such question,  the
statements shall be deemed correct.

6.4 For the purposes of paragraph  6.3, the Vendor or his  representatives  duly
appointed in writing shall have the right at all reasonable  times, upon written
request,  to inspect those books and  financial  records of the Purchaser as are
relevant to the determination of Net Smelter Returns, and, at the expense of the
Vendor, to make copies thereof.

6.5 For the purpose of this section,  "Net Smelter Returns" means the net amount
shown  due by the  smelter  or  other  place of sale  from  the sale of  mineral
products, as indicated by its returns or settlement sheets, after payment of (1)
all freight  charges  from the  shipping  point to the smelter or other place of
sale,  (2) all other proper  treatment or other charges at such smelter or other
place of sale, and (3) federal or state royalties due and payable on production,
if any;

7.                FORCE MAJEURE

                  If the  Purchaser  is  prevented  from or delayed in complying
with any  provisions of this  Agreement by reason of strikes,  labour  disputes,
lockouts,  labour  shortages,  power  shortages,   fires,  wars,  acts  of  God,
governmental  regulations  restricting  normal operations or any other reason or

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reasons  beyond  the  control  of  the  Purchaser,  the  time  limited  for  the
performance  of the various  provisions of this Agreement as set out above shall
be extended by a period of time equal in length to the period of such prevention
and delay,  and the  Purchaser,  insofar as is  possible,  shall  promptly  give
written  notice  to  the  Vendor  of the  particulars  of the  reasons  for  any
prevention or delay under this section,  and shall take all reasonable  steps to
remove the cause of such  prevention  or delay and shall give written  notice to
the Vendor as soon as such cause ceases to exist.

8.                ENTIRE AGREEMENT

                  This  Agreement  constitutes  the  entire  agreement  to  date
between  the  parties   hereto  and   supersedes   every   previous   agreement,
communication,   expectation,  negotiation,   representation  or  understanding,
whether oral or written, express or implied, statutory or otherwise, between the
parties with respect to the subject matter of this Agreement.

9.                NOTICE

9.1 Any notice  required to be given under this Agreement  shall be deemed to be
well and  sufficiently  given if delivered to the other party at its  respective
address first noted above,  and any notice given as aforesaid shall be deemed to
have been given,  if  delivered,  when  delivered,  or if mailed,  on the fourth
business day after the date of mailing thereof.

9.2 Either  party may from time to time by notice in writing  change its address
for the purpose of this paragraph.

10.               RELATIONSHIP OF PARTIES

                  Nothing  contained  in this  Agreement  shall,  except  to the
extent specifically authorized hereunder, be deemed to constitute either party a
partner, agent or legal representative of the other party.

11.               FURTHER ASSURANCES

                  The parties hereto agree to do or cause to be done all acts or
things necessary to implement and carry into effect the provisions and intent of
this Agreement.

12.               TIME OF ESSENCE

                  Time shall be of the essence of this Agreement.

13.               TITLES

                  The  titles to the  respective  sections  hereof  shall not be
deemed a part of this  Agreement  but shall be  regarded as having been used for
convenience only.

14.               CURRENCY

                  All funds referred to under the terms of this Agreement  shall
be funds designated in the lawful currency of the United States of America.

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15.               NONSEVERABILITY

                  This  Agreement  shall be considered and construed as a single
instrument  and the failure to perform any of the terms and  conditions  in this
Agreement  shall  constitute a violation or breach of the entire  instrument  or
Agreement and shall constitute the basis for cancellation or termination.

16.               APPLICABLE LAW

                  The situs of the Agreement is Vancouver, British Columbia, and
for all purposes this  Agreement  will be governed  exclusively by and construed
and enforced in accordance  with the laws  prevailing in the Province of British
Columbia.

17.               ENUREMENT

                  This  Agreement  shall  enure to the benefit of and be binding
upon the Parties hereto and their respective successors and assigns.

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

                                               QUORUM VENTURES, INC.

/s/ Glen Macdonald                             per:  /s/ Steve Bolton
------------------------------                 ------------------------------
Glen Macdonald                                 Authorized Signatory

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                                  SCHEDULE "A"
                                  ------------

The Claims  consist in the  aggregate of three mineral  claims  located on claim
sheet 851 11 in the Northwest  Territories  with the  following  claim names and
grant numbers:

                               Name of Claim                  Grant Number

                                    IDA 1                          F81805
                                    IDA 2                          F81806
                                    IDA 3                          F81807