Filed by Automated Filing Services Inc. (604) 609-0244 - Southridge Enterprises Inc. - Exhibit 10.1






PURCHASE AGREEMENT




THIS AGREEMENT dated as of the 17 day of May, 2004.

BETWEEN:


  
    
      
         LARRY R.W. SOSTAD, of 818 – 470 Granville Street,
          Vancouver, BC V6C 1V5 

         (hereinafter called the "Vendor") 

      

    

  



AND:


  
    
      
         SOUTHRIDGE ENTERPRISES INC., of 18523 - 98th
          Avenue Edmonton, Alberta T5T 3E6 

        (hereinafter called the "Purchaser")

      

    

  



 WHEREAS: 

 A.                   The
  Vendor is the sole recorded and beneficial owner of the mineral claims described
  in Schedule "A" hereto (the "Property"); 

 B.                   The
  Vendor wishes to sell an undivided 100% interest in and to the Property to the
  Purchaser and the Purchaser wishes to acquire such interest pursuant to the
  terms and conditions hereinafter set out; 

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

 VENDOR'S REPRESENTATIONS AND WARRANTIES

1.                   The
  Vendor represents and warrants to the Purchaser that: 

	 	 (a)      
	 He is the sole recorded and beneficial owner of
        an undivided l00% interest in and to the Property; 

	 
	 	 (b)     
      
	 The claims comprising the Property have been, to
        the best of the information and belief of the Vendor, properly located
        and staked and recorded in compliance with the laws of the jurisdiction
        in which they are situate, are accurately described in Schedule "A" and
        are valid and subsisting mineral claims as at the date of this Agreement;
      








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	 	 (c)      	 The Property is in good standing under all applicable
        laws and regulations, all assessment work required to be performed and
        filed has been performed and filed, all taxes and other payments have
        been paid and all filings have been made; 

	 
	 	 (d)      	 The Property is free and clear of any encumbrances,
        liens or charges and neither the Vendor nor, to the best of the Vendor's
        knowledge, any of her predecessors in interest or title, have done anything
        whereby the Property may be encumbered; and 

	 
	 	 (e)      	 He has the right to enter into this Agreement and
        to deal with the Property in accordance with the terms of this Agreement,
        there are no disputes over the title to the Property, and no other party
        has any interest in the Property or the production therefrom or any right
        to acquire any such interest. 



 PURCHASER'S REPRESENTATIONS AND WARRANTIES

2.                   The
  Purchaser represents and warrants to the Vendor that: 

	 	 (a)      	 it has been duly incorporated, amalgamated or continued
        and validly exists as a corporation in good standing under the laws of
        its jurisdiction of incorporation, amalgamation or continuation; 

	 
	 	 (b)      	 it has duly obtained all corporate authorizations
        for the execution of this Agreement and for the performance of this Agreement
        by it, and the consummation of the transactions 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 Purchaser or any shareholders' or directors' resolution,
        indenture, agreement or other instrument whatsoever to which the Purchaser
        is a party or by which it is bound or to which it or the Property may
        be subject; and 

	 
	 	 (c)      	 no proceedings are pending for, and the Purchaser
        is unaware of any basis for the institution of any proceedings leading
        to, the dissolution or winding up of the Purchaser or the placing of the
        Purchaser in bankruptcy or subject to any other laws governing the affairs
        of insolvent corporations. 



 SURVIVAL OF REPRESENTATIONS AND WARRANTIES

 3.                   The
  representations and warranties in this Agreement shall survive the closing of
  this transaction and shall apply to all assignments, conveyances, transfers
  and documents delivered in connection with this Agreement and there shall not
  be any merger of any representations and warranties in such assignments, conveyances,
  transfers or documents notwithstanding any rule of law, equity or statute to
  the contrary and all such rules are hereby waived. The Vendor shall have the
  right to waive any representation and




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 warranty made by the Purchaser in the Vendor's favour without
  prejudice to any of its rights with respect to any other breach by the Purchaser
  and the Purchaser shall have the same right with respect to any of the Vendor's
  representations in the Purchaser's favour. 

PURCHASE AND SALE

 4.                   The
  Vendor hereby sells and assigns and the Purchaser hereby purchases an undivided
  100% interest in and to the Property for the sum of $3,000 US. 

 FURTHER ASSURANCES 

 5.                   Concurrently
  with the execution of this Agreement the Vendor shall execute or cause to be
  executed a Bill of Sale or such other documents as the Purchaser may reasonable
  require transferring a 100% interest in and to the Property to the Purchaser
  which the Purchaser shall be at liberty to record forthwith. The parties shall
  execute all further documents or assurances as may be required to carry out
  the full intent of this Agreement. 

NOTICE

 6.                   Each
  notice, demand or other communication required or permitted to be given under
  this Agreement shall be in writing and shall be delivered, telegraphed or telecopied
  to such party at the address for such party specified above. The date of receipt
  of such notice, demand or other communication shall be the date of delivery
  thereof if delivered or telegraphed or, if given by telecopier, shall be deemed
  conclusively to be the next business day. Either party may at any time and from
  time to time notify the other party in writing of a change of address and the
  new address to which notice shall be given to it thereafter until further change.


PAYMENT

 7.                   All
  references to monies hereunder will be in United States funds. All payments
  to be made to any party hereunder may be made by cheque mailed or delivered
  to such party to its address for notice purposes as provided herein. 

ENTIRE AGREEMENT

 8.                   This
  Agreement constitutes the entire agreement between the parties and replaces
  and supercedes all agreements, memoranda, correspondence, communications, negotiations
  and representations, whether verbal or express or implied, statutory or otherwise,
  between the parties with respect to the subject matter herein. 

 GENDER 

 9.                   Wherever
  the singular or neuter are used herein the same shall be deemed to include the
  plural, feminine or masculine. 




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 ENUREMENT 

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

COUNTERPART EXECUTION

 11.                 This
  Agreement may be executed in several parts in the same form and such parts as
  so executed shall together constitute one original agreement, and such parts,
  if more than one, shall be read together and construed as if all the signing
  parties hereto had executed one copy of this Agreement. 

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

	/s/ Larry R. W. Sostad 	 
	LARRY R. W. SOSTAD 	 
	 	 
	 	 
	SOUTHRIDGE ENTERPRISES INC.

      by its authorized signatory: 	 
	 	 
	/s/ Vernon Samaroo 	 
	VERNON SAMAROO, President 	 







 SCHEDULE "A"

 THE PROPERTY



	  	 Tenure  	 Work  
	 Claim Name  	 Number  	 Recorded To  
	  	 	 
	 HILLTOP 1  	 409257  	 2005-03-20  
	 HILLTOP 2  	 409258  	 2005-03-20  


 all located in the Kamloops Mining Division, British Columbia