Dated:                                   August 8th, 2000; Amended July 9, 2001.
--------------------------------------------------------------------------------


BETWEEN:


                              SOLARA VENTURES INC.

                                                               OF THE FIRST PART


AND:


                      CREST GEOLOGICAL CONSULTANTS LIMITED



                                                              OF THE SECOND PART


--------------------------------------------------------------------------------


                        GEOLOGICAL CONTRACTING AGREEMENT
                                  KEY PROPERTY

--------------------------------------------------------------------------------




















<PAGE>















                        GEOLOGICAL CONTRACTING AGREEMENT
                        --------------------------------


                  Dated August 8th, 2000; Amended July 9, 2001


                                     Between


                              SOLARA VENTURES INC.

                                       and


                      CREST GEOLOGICAL CONSULTANTS LIMITED


--------------------------------------------------------------------------------

                                      INDEX



1.0    PROVISION OF SERVICES.................................................2

2.0    TERM..................................................................3

3.0    PAYMENT...............................................................3

4.0    SECRECY...............................................................4

5.0    GENERAL TERMS AND CONDITIONS..........................................4



SCHEDULE "A":  The Property
SCHEDULE "B":  Contractor Rates















<PAGE>








                        GEOLOGICAL CONTRACTING AGREEMENT

          THIS AGREEMENT made as of the 8th day of August, 2000; Amended July 9,
2001.

BETWEEN:

          SOLARA  VENTURES  INC.  a company  incorporated  under the laws of the
          ---------------------
          Province  of  British  Columbia  and  having  an  office  at  1450-409
          Granville Street, Vancouver, British Columbia V6C 1T2


          (hereinafter called the "Company");
                                  ---------

                                                               OF THE FIRST PART

AND:

          CREST GEOLOGICAL  CONSULTANTS LIMITED a company incorporated under the
          -------------------------------------
          laws of the Province of British  Columbia and having an office at 2197
          Park Crescent, Coquitlam, British Columbia V3J 6T1


          (hereinafter called the "Contractor");
                                  ------------

                                                              OF THE SECOND PART


WHEREAS:

A.        The  Company  is  engaged  in the  business  of  natural  resource
exploration and development;

B.        The Company desires to perform exploration and development work on the
Key Property mineral  claims (the "Property")  situated in the Revelstoke Mining
                                  ----------
Division,  British  Columbia  and more  particularly  described  in Schedule "A"
hereto;

C.        The Contractor is able to perform geological services for the Company;


          NOW THEREFORE THIS AGREEMENT  WITNESSETH that in  consideration of the
mutual covenants and agreements herein contained the parties agree as follows:








<PAGE>






1.0       PROVISION OF SERVICES
-------------------------------

1.01      The Company hereby agrees to retain the  Contractor,  on the terms and
conditions hereinafter set out, for the purpose of providing geological services
to the Company.

1.02      The Company shall pay the Contractor the rates set out in Schedule "B"
hereto and shall pay all of the Contractor's out of pocket expenses  incurred in
connection with the services provided hereunder.

1.03      The  Contractor  shall  provide  to the  Company  all of the  services
normally  provided by professional  geologists in the mining industry in Canada,
such services to include but not to be limited to the following:

          (a)  geological  mapping  and  rock  sampling,  both  on  surface  and
               underground;
          (b)  supervision  of  crews  carrying  out  geophysical,  geochemical,
               line-cutting and drilling services;
          (c)  property examination and evaluation;
          (d)  analysis of core or chips from drilling and compiling a core-log;
          (e)  analysis  and   interpretation   of  data  from  geochemical  and
               geophysical surveys; and
          (f)  preparing and writing progress reports and comprehensive  summary
               reports of exploration programs.
          (g)  the contractor  shall undertake to provide and perform  completed
               exploration work on the Property as agreed.
                                       --------

1.04      The status of the Contractor hereunder shall be that of an independent
contractor and, except as specifically provided in this agreement or directed in
writing by the Company, the Contractor shall not act or hold itself out as agent
for the  Company or make  commitments  on its  behalf.  Subject to any  specific
provisions  of  this  agreement,  the  Contractor  shall  perform  its  services
hereunder in accordance  with the directions of the Company as from time to time
communicated to it.

1.05      The Contractor  shall perform its services and fulfil its  obligations
hereunder in a sound and workmanlike manner, in accordance with sound mining and
engineering practices, and in compliance with all applicable federal, provincial
and  municipal  laws,  by-laws,  ordinances,  rules  and  regulations  and  this
agreement.

                                        2




<PAGE>





1.06      The Contractor shall acquire and maintain  adequate  insurance for its
operations hereunder,  and hereby forever indemnifies and saves the Company from
any  and  all  liability  that  the  Company  may  incur  with  respect  to  the
Contractor's performance hereunder.

2.0       TERM
--------------

2.01      This agreement shall be in effect  commencing August 8, 2000 and shall
continue  in  effect  for so long  as  that  certain  agreement  (the  "Property
                                                                       ---------
Agreement")  dated as of  August  8th,  2000  between  the  parties  and  C.R.C.
----------
Explorations  Limited  is  in  effect,  and  shall  terminate  at  the  time  of
termination of the Property Agreement.

2.02      Upon termination of this agreement, both parties shall remain bound by
their respective  obligations and liabilities in existence on the effective date
of termination.

3.0       PAYMENT
-----------------

3.01      The Contractor shall, by the 15th day of each month, submit an invoice
to  the  Company  in an  amount  equal  to the  Contractor's  fee  and  expenses
reasonably  anticipated to be incurred in the  subsequent  calendar  month.  The
Company  shall pay to the  Contractor  the full amount of the  invoice  within 5
business days of receipt.

3.02      Notwithstanding  paragraph  3.01,  the  Contractor  may, at  any time,
submit  an  invoice  to the  Company  in an  amount  equal  to the  Contractor's
reasonably  anticipated  costs of  demobilizing  its  personnel  and leaving the
Property  in a safe  condition  in  accordance  with  all  applicable  laws  and
regulations.  The Company agrees to pay the full amount of the invoice within 30
days of receipt.

3.03      If the  Contractor  fails to receive  payment of an invoice within the
respective  time set out  therefor  in  paragraphs  3.01 and  3.02  hereof,  the
Contractor may,  without notice,  in the case of paragraph 3.01 hereof terminate
the services  provided by it hereunder at the end of the calendar month in which
the invoice was  delivered  to the  Company,  or in the case of  paragraph  3.02
within 5 days following the 30 day period referred to therein.




                                        3




<PAGE>





3.04      At the end of each calendar month the  Contractor  shall submit to the
Company a statement of its fees and expenses  actually incurred in such calendar
month,  supported  by  receipts,  vouchers  and  other  reasonable  verification
documentation.  The Company shall pay to the Contractor within 7 days of receipt
of the  statement  and amount owing to the  Contractor  as adjusted for previous
advances.

4.0       SECRECY
-----------------

4.01      The Contractor shall hold in strict  confidence and shall not make use
of, except for the benefit of the Company,  all information  about the Company's
affairs and its properties which is not in the public domain.

4.02      Nothing in this agreement  shall prevent the Contractor from providing
services to third parties during the currency of this  agreement,  provided that
paragraph  4.01 is  complied  with and  provided  that such  other work does not
interfere or conflict with the Contractor's services hereunder.

5.0       GENERAL TERMS AND CONDITIONS
--------------------------------------

5.01      The parties  hereto  hereby  covenant and agree that they will execute
such further  agreements,  conveyances  and  assurances as may be requisite,  or
which counsel for the parties may deem  necessary to  effectually  carry out the
intent of this agreement.

5.02      This agreement  shall represent the entire  understanding  between the
parties  with respect to the subject  matter  hereof and no  representations  or
inducements have been made save as herein set forth. No changes, alterations, or
modifications  of this  agreement  shall be binding  upon either party until and
unless a  memorandum  in writing to such  effect  shall have been signed by both
parties hereto.

5.03      The titles to the  articles to this  agreement  shall not be deemed to
form part of this  agreement  but  shall be  regarded  as  having  been used for
convenience of reference only.

5.04      The schedules,  if any, to this agreement  shall be construed with and
as an  integral  part of this  agreement  to the same extent as if they were set
forth verbatim herein.



                                        4




<PAGE>





5.05      All  references  to dollar  amounts  contained in this  agreement  are
references to Canadian funds.

5.06      This agreement shall be governed by and interpreted in accordance with
the  laws in  effect  in  British  Columbia,  and is  subject  to the  exclusive
jurisdiction of the Courts of British Columbia.

5.07      This  agreement may be assigned by either party,  subject to the prior
written consent of the non-assigning  party, such consent not to be unreasonably
withheld,  and further subject to the assignee  delivering to the  non-assigning
party an executed counterpart of this agreement.

5.08      All payments made and notices given under this agreement shall be made
or given to the parties at their  respective  addresses  given on page 1 of this
agreement and shall not be effective until actually received.


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

THE CORPORATE SEAL of                               )
SOLARA VENTURES INC.                                )
was hereunto affixed in the presence of:            )
                                                    )                   C/S
                                                    )
   Brent Jardine                                    )
---------------------------------------             )
                                                    )
---------------------------------------             )


THE CORPORATE SEAL of CREST                         )
GEOLOGICAL CONSULTANTS LIMITED                      )
was hereunto affixed in the presence of:            )
                                                    )                   C/S
                                                    )
   Craig Payne                                      )
---------------------------------------             )
                                                    )
---------------------------------------             )










                                        5




<PAGE>




















                                  SCHEDULE "A"


          TO THE GEOLOGICAL  CONTRACTING  AGREEMENT DATED THE 8TH DAY OF AUGUST,
          2000;  AMENDED JULY 9, 2001 BETWEEN SOLARA  VENTURES INC. OF THE FIRST
          PART AND CREST GEOLOGICAL CONSULTANTS LIMITED OF THE SECOND PART



                                 THE "PROPERTY"

MINING DISTRICT: Revelstoke
AREA: Downie Creek

N.T.S. 082 M/08W


       Claim Name         Tenure Number         Units         Anniversary Date
    ----------------   -------------------   -----------   ---------------------

         Key 1               377803              20             June 11, 2005

         Key 2               377804              20             June 12, 2005

         Key 3               380037              10            August 31, 2005




















<PAGE>








                                  SCHEDULE "B"


          TO THE GEOLOGICAL  CONTRACTING  AGREEMENT DATED THE 8TH DAY OF AUGUST,
          2000;  AMENDED JULY 9, 2001 BETWEEN SOLARA  VENTURES INC. OF THE FIRST
          PART AND CREST GEOLOGICAL CONSULTANTS LIMITED OF THE SECOND PART


                                CONTRACTOR RATES

CLAIM STAKING                                               $105.00 PER UNIT

GEOLOGICAL TECHNICIANS (FIELD)                              $275.00 PER MAN DAY

FIELD LABOUR (FIELD)                                        $250.00 PER MANDAY

GEOLOGICAL MAPPING (FIELD)                                  $350.00 PER MANDAY

PROSPECTING                                                 $275.00 PER MAN DAY

TRANSIT SURVEYING                                           $1000.00 PER DAY

GRID CONSTRUCTION                                           $275.00 PER KM

I.P. STANDARD LINE CUTTING                                  $650.00 PER KM

GEOCHEMICAL SURVEYS                                         $250.00 PER KM

MAGNETOMETER/VLF SURVEYS                                    $550.00 PER DAY

MANAGEMENT/OFFICE OVERHEAD                                  10% OF EXPENDITURES

GEOLOGICAL/GEOCHEMICAL/GEOPHYSICAL
INTERPRETATIONS/REPORT WRITING, OFFICE EQUIPMENT            $60.00 PER HOUR

CLAIM STAKING (CONTRACT)                                    AT COST PLUS 10%

GEOLOGICAL CONSULTING (CONTRACT)                            AT COST PLUS 10%

GEOPHYSICAL SURVEYS/INTERPRETATIONS (CONTRACT)              AT COST PLUS 10%

ENGINEERING REPORTS (CONTRACT)                              AT COST PLUS 10%

BLASTING AND TRENCHING (CONTRACT)                           AT COST PLUS 10%

DIAMOND DRILLING (CONTRACT)                                 AT COST PLUS 10%





<PAGE>