STOCK ACQUISITION AGREEMENT
                                       AND
                             PLAN OF REORGANIZATION
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THIS STOCK ACQUISITION  AGREEMENT AND PLAN OF REORGANIZATION  (this "Agreement")
is entered  into and made this 15th day of March,  1999 by and  between  Baycove
Investments Ltd.  ("Baycove") a private company  incorporated in the Republic of
Ireland  and  Breccia   International   Minerals,   Inc.  ("BIMI"),  a  Delaware
corporation,  and  Western  America  Mineral  Resource  Fund  Inc.,  an  Alberta
corporation  acting as vendor and agent for the  control  shares  (the  "Control
Shareholder").

                              EXPLANATORY STATEMENT

WHEREAS,  BIMI is  currently a public held  corporation  quoted on the  National
Association  of  Securities  Dealers  ("NASD") Over the Counter  Bulletin  Board
having an authorized  capital of 75,000,000  shares of Common Stock having a par
value of $0.0001 each of which 8,128,206 shares are issued and outstanding;

AND WHEREAS,  Baycove  desires to acquire from the Control  Shareholder  and the
Control  Shareholder desires to sell and transfer to Baycove 7,627,500 shares of
Common Stock of the Control  Shareholder's  shares (the  "Shares")  representing
approximately 94% of the issued and outstanding shares of Common Stock of BIMI;

NOW  THEREFORE,  in  consideration  of the  Explanatory  Statement that shall be
deemed  to be a  substantive  part  of this  Agreement,  the  mutual  covenants,
promises, agreement, representations and warranties contained in this Agreement,
and other good and valuable consideration,  the receipt and adequacy of which is
hereby  acknowledged,  the parties hereto do hereby  covenant,  promise,  agree,
represent and warrant as follows:

1.   CLOSING; PURCHASE OF SHARES.

1.01.  Upon  the  execution  of  this   Agreement,   Baycove  agrees  to  pay  a
non-refundable  US$10,000 deposit (the "Deposit") to the Control Shareholder for
an exclusive  lock-up  period  expiring on 5:00 p.m. MST March 29th,  1999.  The
Deposit is against the Purchase Price upon successful closing.

1.02. The closing (the  "Closing") of the acquisition of the Shares provided for
by this  Agreement  shall take place on or prior to the 29th day of March,  1998
(the  "Closing  Date") at or before  5:00 p.m.  MST,  at the  offices of Western
America Mineral  Resource Fund Inc.  located at 1500 Merrill Lynch Tower,  10205
-101 St., Edmonton, AB, or at such other date, time and place as the parties may
agree in writing.

1.03. At the Closing, the Control Shareholder shall sell, transfer,  convey, and
deliver to Baycove 7,627,500 Shares of Common Stock in BIMI,  represented by one
or more stock certificates duly endorsed by the Control Shareholder for transfer
to the name of Baycove and Baycove shall pay to the Control  Shareholder the sum
of Two Hundred Thousand  Dollars  (US$200,000)  (the "Purchase  Price") less the
Deposit described in Section 1.01 (US$190,000) at Closing by wire transfer, cash
or certified cashier's check in exchange for the said Shares.


BIMI Corporation
Stock Acquisition Agreement       Page 1 of 7
and Plan of Reorganization
15th March 1998

<PAGE>


1.04. At the Closing and concurrent  with the transfer of Shares as described in
Section 1.03, the Control Shareholder shall provide a Debt Forgiveness Agreement
to  BIMI  acknowledging  the  forgiveness  of  all  debt  owed  to  the  Control
Shareholder and affiliates from BIMI.

1.05 At Closing all corporate  records and books of accounts of BIMI  including,
without limiting the foregoing,  minute books and share register books,  will be
delivered or caused to be delivered by BIMI to Baycove or as otherwise  directed
by Baycove.

2.   OTHER CLOSING CONDITIONS.

2.01.  It is agreed that  Western  America  Venture  Management  Inc.  ("Western
America") will provide BIMI a letter canceling the existing  administrative  and
management services contract. The Parties may mutually agree to renew a contract
with BIMI and Western America for these services if desired.

2.02. The Board of Directors of BIMI will duly pass all resolutions and take all
such other  proceedings as are necessary to cancel all existing stock options of
BIMI.

2.03.  Richard Caron will deliver his respective  written and signed resignation
as  director of BIMI and Richard  Caron will also tender his  resignation  as an
officer of BIMI made effective as of the Closing Date.

2.04.  Don Caron  will  deliver  his  written  and  signed  resignation  as CEO,
President and director of BIMI made effective as of the Closing Date.

2.05.  The Board of  Directors of BIMI will duly appoint a nominee of Baycove as
President, CEO and as a director of BIMI effective as of the Closing Date.

2.06.  The Board of  Directors of BIMI will duly appoint a nominee of Baycove as
CFO, COO, and as a director of BIMI effective as of the Closing Date.

2.07.  The Board of  Directors of BIMI will duly appoint a nominee of Baycove as
Secretary and as a director of BIMI effective as of the Closing Date.

2.08. The new Board of Directors of BIMI will duly pass all banking  resolutions
necessary  to open new bank  accounts  of BIMI at such  bank or banks as will be
determined  by the Board of Directors  of BIMI and to cancel all  existing  bank
accounts  immediately  after the  completion  of the  transaction  described  in
Paragraph 1.03 herein.

3.   REPRESENTATIONS AND WARRANTIES OF BIMI AND THE CONTROL SHAREHOLDER

To the best of their  knowledge  BIMI and the Control  Shareholder,  jointly end
severally, represent and warrant to Baycove as follows:

3.01.  BIMI is, and will be as of the Closing,  a  corporation  duly  organized,
validly  existing and in good  standing  under the laws of the State of Delaware
with the  exception  of  conducting  an annual  meeting of  shareholders  within
thirteen months of the last meeting. BIMI has, and at the Closing will have, the


BIMI Corporation
Stock Acquisition Agreement       Page 2 of 7
and Plan of Reorganization
15th March 1998

<PAGE>


power and authority to own,  lease and operate its properties and to conduct its
business as such business is now being conducted. A complete and correct copy of
the Articles of Incorporation  (the "Charter") as amended,  and the by-laws,  as
amended,  of BIMI,  are attached to this Agreement and  collectively  comprise a
part this Agreement and are incorporated by reference  herein,  and no amendment
or other changes will be made thereto subsequent to the date hereof and prior to
the Closing.

3.02. BIMI is, and at the Closing will be, authorized to issue 75,000,000 shares
of Common Stock and has issued and  outstanding,  fully paid and  non-assessable
eight million one hundred twenty eight thousand two hundred and six  (8,128,206)
shares of Common Stock having a par value of $0.0001 each which  constitutes all
of the issued and  outstanding  capital stock of BIMI.  BIMI has not  authorized
and/or issued any other class or classes of stock,  or other equity  securities.
Except as otherwise set forth herein, BIMI does not have outstanding, and at the
Closing  will not have  outstanding,  any  options  to  purchase,  any rights or
warrants to subscribe for, any securities or  obligations  convertible  into, or
any  contracts  or  commitments  to issue or to sell,  any  shares of the BIMI's
Common Stock or any such options,  rights,  warrants,  convertible securities or
obligations.

3.03.  When  transferred,  conveyed and delivered to Baycove upon payment of the
Purchase Price therefor, the Shares will be fully paid and non-assessable,  free
and clear of all mortgages, pledges, liens, security interests, conditional sale
agreements,  except as provided by this  Agreement  and the resale  restrictions
arising under the Securities Laws,  including without limitations Rule 144 under
the U.S.  Securities Act of 1933. Control  Shareholder has the full legal right,
power and  authority  to transfer  and sell the Shares to Baycove in  accordance
with the terms of this Agreement.

3.04.  Attached hereto and incorporated by reference herein is the latest Annual
Report  on Form  10-KSB  for BIMI as  filed  with the  Securities  and  Exchange
Commission  (the "SEC")  pursuant to Regulation  13A  promulgated  under Section
13(a) of the  Securities  and  Exchange  Act of 1934  (the  "Exchange  Act") and
complying with all requirements of regulation S-K or S-B, whichever shall apply.

3.05.  Attached  hereto end  incorporated  herein by  reference  are each of the
Quarterly  Reports (Form 10-QSB) filed with the SEC since the date of the latest
Annual Report and filed  pursuant to Regulation  13A  promulgated  under Section
13(a) of the  Exchange  Act,  each of which  comply  with  all  requirements  of
regulation S-K or S-B, whichever shall apply.

3.06.  Attached  hereto and  incorporated  herein by reference is the tax return
filed by BIMI for the fiscal year ended 1998 and BIMI has filed all tax returns,
federal,  state and local, and all related tax information  required to be filed
prior to the date  hereof,  and at the  Closing  shall have  filed all  returns,
federal, state and local, and all related information required to be filed prior
to the Closing.

3.07.  Since March 18, 1994 (The  Certificate of Renewal date  authorized by the
State of Delaware);

3.07.01.  The business of BIMI has been operated,  and prior to the Closing will
be operated, only in the ordinary course.

3.07.02.  There has not been,  and prior to the  Closing  there will not be, any
material  adverse change,  individually  or in the aggregate,  in BIMI condition
(financial or otherwise) or in BIMI's assets, liabilities or business other than
described herein.


BIMI Corporation
Stock Acquisition Agreement       Page 3 of 7
and Plan of Reorganization
15th March 1998

<PAGE>


3.07.03.  There has not been,  and prior to the  Closing  there will not be, any
damage,  destruction or loss or other events or conditions of any character,  or
any pending or threatened developments,  individually or in the aggregate, which
would materially and adversely affect BIMI condition (financial or otherwise) or
BIMI's assets, liabilities or business.

3.08.  At  Closing  there  will be,  no  material  action,  suit  proceeding  or
investigation  pending or  threatened  against or  affecting  BIMI or any of its
assets.  BIMI is not, and at the Closing  will not be, in default  under or with
respect to any judgment,  order,  writ,  injunction or decree of any court or of
any federal,  state,  municipal  or other  governmental  authority,  department,
commission,  board, and is not, and at the Closing will not be, in default under
or in material breach of any material contract,  agreement,  commitment or other
instrument to which it is subject or a party or under which it is bound.

3.09.  The Board of  Directors  of BIMI,  pursuant  to the  power and  authority
legally vested in them, have duly authorized the execution, sealing and delivery
of this Agreement by BIMI and the transactions contemplated herein.

3.10.  Attached  hereto and  incorporated  by reference  herein is a list of all
officers and directors of BIMI together with a tendered resignation form.

4.0  REPRESENTATIONS AND WARRANTIES OF BAYCOVE.

Baycove represents and warrants to BIMI and the Control Shareholder as follows:

4.01.  Baycove is, and at the Closing  will be, a  corporation  duly  organized,
validly existing and in good standing under the laws of the Republic of Ireland.

4.02.  The Board of  Directors of Baycove,  pursuant to the power and  authority
legally vested in it, has duly authorized the execution, sealing and delivery of
this  Agreement  by Baycove and the  transactions  hereby  contemplated,  and no
action,  confirmation  or ratification by the members of Baycove or by any other
person,  entity or governmental  authority is required in connection  therewith.
Baycove has the power and authority to execute, seal and deliver this Agreement,
to consummate the transactions hereby contemplated and to take all other actions
required to be taken by it pursuant to the provision, hereof.

5.0  FURTHER UNDERSTANDING AND AGREEMENTS.

5.01.  Baycove  understands  that the Shares have not been registered  under the
U.S.  Securities  Act of  1933  or  any  state  or  provincial  securities  laws
(collectively,   "Securities   Laws")  in  reliance   upon  an  exemption   from
registration  accorded for nonpublic offerings.  Baycove further recognizes that
the Shares may not be sold unless they and the  transaction in which they are to
be sold has been  registered  under the  Securities  Laws or an  exemption  from
registration  is available for such sale.  Baycove  accepts that the Shares will
each bear a legend to that effect.  Further,  Baycove  recognizes  that BIMI has
made no  representations  as to  registration of the Shares under the Securities
Laws. Baycove  represents and warrants to BIMI and the Control  Shareholder that
the Shares  being  acquired  by Baycove  pursuant  to this  Agreement  are being
acquired by Baycove for  investment  for its own account or acting as trustee on
behalf of  certain  accredited  or  sophisticated  third  parties  for their own
account and not with a view to resale of distribution.  Baycove promises that it
will not sell,  hypothecate,  transfer or  otherwise  dispose of the Shares,  or
attempt so to do, unless they have been  registered,  to the extent  applicable,
under the


BIMI Corporation
Stock Acquisition Agreement       Page 4 of 7
and Plan of Reorganization
15th March 1998

<PAGE>


Securities Laws or, in the opinion of counsel reasonably  acceptable to BIMI and
it counsel,  an exemption from registration is available.  Baycove  acknowledges
and represents that the terms of its purchase of the Shares were  established by
negotiations between Baycove and Control  Shareholder's  representative,  and in
connection  therewith,  Baycove was given access to the relevant  information it
requested concerning BIMI's condition and operations, and the opportunity to ask
questions  of and  receive  answers  from  BIMI's  representatives.  Baycove  is
knowledgeable  and  experienced  in financial  and business  matters and, on the
basis of the information it received concerning BIMI`s condition and operations,
Baycove is in a position to make an informed  investment decision concerning its
investment in the Shares and the risks attending such  investment.  Further,  in
light of its financial  position,  Baycove is able to bear the economic risks of
investment  in the  Shares.  Baycove  hereby  consents  and agrees that BIMI may
imprint  on any  certificate  evidencing  the  Shares an  appropriate  legend or
notification to the effect that such shares are not freely  transferable and may
be transferred  only in compliance  with  applicable  securities  laws.  Baycove
hereby  expressly  promises not to offer for sale or sell any of the Shares,  or
any interest  therein,  except in compliance  with the  Securities Act and other
applicable securities laws and regulations.

6.0  MISCELLANEOUS.

6.01.  Immediately  after the termination of the said Western  America  services
agreement,  the new Board of Directors of BIMI will make such other arrangements
and enter into such other  administrative and management  agreements as it deems
to be in the best  interests of BIMI with respect to such matters noting that an
8K is due to disclose a change of control.

6.02.  Donald  Caron,  President of BIMI and the Control  Shareholder,  and Rene
Pool, are hereby  authorized and empowered by the Board of Directors of BIMI and
Baycove,  respectively,  to enter into this  Agreement,  and the  signatures  of
Donald  Caron  and  Rene  Pool  shall  act as the  seal  of  BIMI,  the  Control
Shareholder and Baycove, respectively, therefore, binding Baycove, BIMI, Baycove
and the Control Shareholder to all  representations  and warranties,  covenants,
obligations, understandings and agreements contained herein.

6.03 All of the covenants, promises, agreements,  representations and warranties
set forth in this Agreement shall terminate immediately on Closing.

6.04.   All  writings,   notices,   request,   demands,   consents,   and  other
communications  which  are  required  or  may  be  given  under  this  Agreement
(collectively,  the "Notices") shall be in writing and shall be given either (a)
by personal  delivery  against a receipt copy, or (b) by certified or registered
U.S. or  Canadian  mail,  return  receipt  requested,  postage  prepaid,  to the
following addresses:

             If to Baycove:           Irene Poole
                                      1818 -- 1177 West Hastings
                                      Vancouver, B.C.

             If to BIMI:              Breccia International Minerals Inc.
                                      1500 Merrill Lynch Towcr
                                      Edmonton, Alberta T5J 2Z2


BIMI Corporation
Stock Acquisition Agreement       Page 5 of 7
and Plan of Reorganization
15th March 1998

<PAGE>


             If to the Control        Donald P. Caron, President
             Shareholder:             Western America Mineral Resource Fund Inc.
                                      1500 Merrill Lynch Towcr
                                      Edmonton, Alberta T5J 2Z2

Any such writing, notice or communication shall be deemed given when received at
the address specified above.

6.05.  This  Agreement  shall be governed by and  construed  and enforced in all
respects in accordance with the laws of the state of Delaware.

6.06.  This  Agreement  contains  the full and  complete  agreement  between the
parties hereto. No promises,  representation,  warranties or covenants have been
given by either party except as expressly set forth herein.  This  Agreement may
be amended only by an  instrument in writing  executed,  sealed and delivered by
all of the parties hereto.

6.07.  Nothing  expressed  or implied in this  Agreement is intended or shall be
construed to confer or give any person or entity  other than the parties  hereto
any rights or remedies under or by reason of this Agreement.

6.08. This Agreement may be executed simultaneously or in counterparts,  each of
which shall be deemed to be an original,  but all of which shall  constitute one
and the same instrument.

6.09.  Unless  the  context  otherwise  requires,  the words  such as  "herein",
"hereby",  "hereto",  "hereof",  "hereunder"  and  "hereinafter"  refer  to this
Agreement as a whole and not merely to a Section in which such words appear.  As
used  herein and unless the  context  otherwise  requires,  the  singular  shall
include the plural and vice-versa,  and the masculine gender shall,  include the
feminine and neuter, and vice-versa.

6.10.  This  Agreement  shall be  binding  upon and inure to the  benefit of the
parties  hereto  and their  respective  legal  representatives,  successors  and
assigns.

6.11. The headings for this Agreement are intended for  convenience of reference
only and shall be given no effect in the construction or  interpretation of this
Agreement.

6.12.  In the event that any  provision of this  Agreement is  determined  to be
illegal or unenforceable it shall be considered separate and severable from this
Agreement  and the  remaining  provisions  hereof  shall remain in force and are
binding  upon the  parties  hereto  as though  the  provisions  had  never  been
included.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


BIMI Corporation
Stock Acquisition Agreement       Page 6 of 7
and Plan of Reorganization
15th March 1998

<PAGE>


IN WITNESS  WHEREOF,  the  parties  have  executed,  sealed and  delivered  this
Agreement as of the day and year first above written.


WITNESS/ATTEST:                         BAYCOVE INVESTMENTS LTD.


/s/  [ILLEGIBLE]                        /s/  [ILLEGIBLE]
     -------------------                     ------------------------
                                             by:


                                        BRECCIA INTERNATIONAL
                                        MINERALS, INC.


/s/  [ILLEGIBLE]                        /s/  Donald Caron
     -------------------                     ------------------------
                                             by: Donald Caron, President


                                        WESTERN AMERICA MINERAL
                                        RESOURCE FUND INC.


                                        /s/  Donald Caron
                                             ------------------------
                                             by: Donald Caron, President


BIMI Corporation
Stock Acquisition Agreement       Page 7 of 7
and Plan of Reorganization
15th March 1998