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

BETWEEN:


                           C.R.C. EXPLORATIONS LIMITED

                                                         OF THE FIRST PART

AND:


                              SOLARA VENTURES INC.


                                                         OF THE SECOND PART




                            PROPERTY OPTION AGREEMENT
                                  KEY PROPERTY



























<PAGE>
















                            PROPERTY OPTION AGREEMENT

                   Dated August 8, 2000; Amended July 9, 2001

                                    Between:

                           C.R.C. EXPLORATIONS LIMITED

                                       and

                              SOLARA VENTURES INC.


                                      INDEX
  1.0  GRANT OF OPTION........................................................2
  2.0  OPTION ONLY............................................................3
  3.0  EXERCISE OF OPTION - COMMERCIAL PRODUCTION.............................3
  4.0  TRANSFER OF TITLE......................................................4
  5.0  RIGHT OF ENTRY.........................................................5
  6.0  REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR.........................5
  7.0  REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE.........................5
  8.0  COVENANTS OF THE OPTIONEE..............................................6
  9.0  COVENANTS OF THE OPTIONOR..............................................6
10.0   TERMINATION............................................................7
11.0   INDEPENDENT ACTIVITIES.................................................7
12.0   CONFIDENTIALITY OF INFORMATION.........................................7
13.0   ASSIGNMENT.............................................................8
14.0   SURRENDER OF CLAIMS....................................................8
15.0   UNAVOIDABLE DELAYS.....................................................8
16.0   ARBITRATION............................................................9
17.0   NOTICES................................................................9
18.0   GENERAL TERMS AND CONDITIONS..........................................10


SCHEDULE "A":  The Property
SCHEDULE "B":  Net Smelter Returns















<PAGE>





                            PROPERTY OPTION AGREEMENT

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



BETWEEN:


               C.R.C.  EXPLORATIONS  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 referred to as the "Optionor")

                                                         OF THE FIRST PART


AND:


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


               (hereinafter referred to as the "Optionee")

                                                         OF THE SECOND PART



























<PAGE>








RECITALS
--------

          WHEREAS  the Optionor  is the  recorded and  beneficial  owner of 100%
interest in certain mineral claims situated in the Revelstoke  Mining  Division,
British Columbia,  more  particularly  described in Schedule "A" attached hereto
and made a part hereof (hereinafter called the "Property");
                                               ----------

          AND WHEREAS the Optionor has agreed to grant to the Optionee an option
to purchase all of the Optionor's interest in and to the Property;

          NOW  THEREFORE  THIS AGREEMENT WITNESSETH that in consideration of the
mutual  covenants and agreements  herein  contained and subject to the terms and
conditions hereafter set out, the parties hereto agree as follows:

1.0     GRANT OF OPTION
------------------------

1.01      The Optionor, in consideration of the sum of $10, hereby grants to the
Optionee the exclusive  right and option (the "Option") to acquire 100% interest
                                              --------
in and to the  Property  by  paying to the  Optionor  the sum of  $15,000  cash,
issuing to the Optionor 200,000 common shares in the capital of the Optionee and
by incurring $500,000 in "Exploration Expenditures" (as hereinafter defined), to
be  respectively  paid and  issued to the  Optionor  and to be  incurred  by the
Optionee as follows:

          (a)  the sum of $7,500 to be paid to the  Optionor  upon  signing this
               Agreement; and
          (b)  the  additional sum of $7,500 to be paid to the Optionor upon the
               posting and calling  for  trading of the  Optionee's  shares on a
               recognized   stock   exchange   or  over   the   counter   market
               ("Exchange"); and
          (c)  50,000  common  shares  in  the  capital  of  the  Optionee  upon
               regulatory approval of this Agreement:
          (d)  a further  50,000  common  shares in the capital of the  Optionee
               upon completion of an additional work program on the property and
               the filing with the Exchange of an engineering report, acceptable
               to the Exchange, recommending further work on the Property; and
          (e)  a further  50,000  common  shares in the capital of the  Optionee
               upon completion of an additional work program on the property and
               the filing with the Exchange of an engineering report, acceptable
               to the Exchange, recommending further work on the Property; and
          (f)  a further  50,000  common  shares in the capital of the  Optionee
               upon completion of an additional work program on the property and
               the filing with the Exchange of an engineering report, acceptable
               to the Exchange, recommending further work on the Property; and
          (g)  cumulative Exploration  Expenditures of not less than $105,000 to
               be incurred on or before November 30, 2000; and
          (h)  cumulative Exploration  Expenditures of not less than $185,000 to
               be incurred on or before November 30, 2002; and
          (i)  cumulative Exploration  Expenditures of not less than $500,000 to
               be incurred on or before November 30, 2004; and

1.02      In this  agreement,  "Exploration  Expenditures"  means  all costs and
                               ---------------------------
expenses, however denominated, incurred by the Optionee on or in connection with
the  exploration  and  development  of the Property and shall include all monies
required to maintain the Property in good standing in  accordance  with the laws
of the jurisdiction in which the Property is situated.

1.03      In this agreement,  a written notice  delivered by the Optionee to the
Optionor  by no later  than 30 days  after  any date  listed  in  sub-paragraphs
1.01(g),  1.01(h), 1.01(i) on or before which Exploration Expenditures are to be
incurred  and  accompanied  by a statement  of an officer of the Optionee to the

                                        2


<PAGE>





effect  that  the  amount  of  Exploration  Expenditures  had  been  made by the
appropriate date, and an itemized  accounting in sufficient detail to enable the
Optionor to reach an objective  assessment  of the  accuracy of such  statements
shall be conclusive evidence of the making thereof unless the Optionor,  subject
to paragraph 1.05,  questions the accuracy of such statements  within 30 days of
receipt.  If the Optionor  questions the accuracy of the  statement,  the matter
shall  be  referred  to the  independent  auditor  of  the  Optionee  for  final
determination.  If such auditor  determines  that the  Exploration  Expenditures
incurred by the Optionee  within the time  specified in the officer's  statement
are less than those declared in the statement, the Optionee shall pay the entire
cost of the  auditor's  determination  (which costs shall not be included in the
Exploration  Expenditures)  but the  Optionee  shall not lose any of its  rights
hereunder  and the Option will not  terminate  provided the Optionee pays to the
Optionor  within 15 days of receipt of the auditor's  determination  200% of the
deficiency in such Exploration Expenditures. If the Optionee makes such payment,
it shall be deemed to have incurred  Exploration  Expenditures equal to one half
of such payment.  If the auditor  determines the costs are equal to or more than
the required expenditures, then the Optionor shall pay for the auditors cost.

1.04      Notwithstanding  the requirement to  submit the statement with respect
to Exploration Expenditures set out in paragraph 1.03, the Optionee shall submit
to the Optionor, not more than 45 days after the end of such calendar quarter, a
statement  by an officer of the Optionee  setting out the amount of  Exploration
Expenditures that have been incurred during that quarter.

1.05      The time during  which the  Optionor  may question the accuracy of the
officer's  statement  referred to in  paragraph  1.03 shall not be limited as to
time if such  question  is based  upon and  ultimately  demonstrates  fraudulent
activities on the part of the Optionee.

1.06      In this agreement, "auditor" shall mean a recognized firm of chartered
                             ---------
accountants  appointed  by the  Optionee's  shareholders  to prepare  the annual
financial statements of the Optionee.

1.07      The shares to be issued to the  Optionor  pursuant  to  sub-paragraphs
1.01(c),  1.01(d),  1.01(e),  and 1.01(f)  hereof are subject to this  agreement
being  accepted  for  filing by the  Exchange  and  approved  by the  Exchanges'
regulatory body, as well as the Optionee filing with the Exchange an engineering
report on the Property  acceptable to the Exchange  summarizing the work carried
out on the  Property  and  recommending  further  work on the  Property.  If the
Optionor has not received the shares set out in sub-paragraph  1.01(c) hereof by
the close of business  on  November  30,  2002 this  agreement  shall  thereupon
terminate  and the  Optionor  shall  retain  for his  own  use and  benefit,  as
liquidated damages, the $7,500 received by him pursuant to sub-paragraph 1.01(a)
hereof.  The Optionee  covenants  with and to the Optionor  that it will, at all
times,  use its best efforts to seek and obtain the  necessary  approvals of the
aforementioned securities regulatory bodies for the issuance of the said shares,
if required,  and shall advise the Optionor by notice as and when such  approval
is applied for and when it is obtained, if applicable.

2.0       OPTION ONLY
---------------------

2.01      This  agreement  represents an option only, and after the Optionee has
paid to the Optionor the sum of $7,500  provided for in  sub-paragraph  1.01(a),
the Optionee shall be under no further  obligation to the Optionor.  Any further
performance  hereunder  by the  Optionee  is  expressly  at the  election of the
Optionee.

3.0       EXERCISE OF OPTION - COMMERCIAL PRODUCTION
----------------------------------------------------

3.01      The Optionee  shall have  exercised the Option and shall have acquired
100%  interest  in and to the  Property,  by  making  the cash  payments  to the
Optionor of $15,000 set out in sub-paragraphs 1.01(a) and 1.01(b) and by issuing
to the  Optionor  200,000  shares in the  capital of the  Optionee  pursuant  to
sub-paragraphs  1.01(c),  1.01(d),  1.01(e),  and 1.01(f) and by having incurred
cumulative Exploration Expenditures of $500,000 in accordance with sub-paragraph
1.01(i) at a time when the Optionee is not in default hereunder.

                                        3



<PAGE>





3.02      Upon the Optionee having  exercised the Option,  the Optionor shall be
entitled  to receive  2.0% of "Net  Smelter  Returns"  (as  defined  and paid in
                              -----------------------
accordance  with  Schedule  "B"  which  is made a part  hereof  and  hereinafter
referred to as the "Royalty").
                   ---------

3.03      Upon the Optionor becoming entitled to the Royalty, the Optionee shall
have the sole and absolute  discretion with respect to the  determination of the
size and nature of all and every mineral production facility on the Property and
shall have the sole and absolute discretion with respect to determining when, if
ever,  mineral  production  operations  should  commence  and when  they  should
terminate, temporarily or permanently.

3.04      The Optionee, at any time upon 30 days notice to the Optionor, has the
right to purchase all of the Royalty for the sum of  $2,500,000  (the  "Purchase
                                                                       ---------
Price").  Up to 50% of the  Purchase  Price may be paid,  at the election of the
------
Optionor, by the allotment and issuance to the Optionor of shares in the capital
stock of the Optionee,  at a deemed value per share, which value shall be stated
in the notice,  equal to the average  trading price of the Optionee's  shares on
the Exchange over the 60 days  immediately  prior to the date of the  Optionee's
notice to the Optionor hereunder.  Within 15 days of the receipt by the Optionor
of the said notice,  the Optionor shall,  by notice,  advise the Optionee of the
percentage  of the Purchase  Price to be paid by way of shares of the  Optionee.
The  purchase  shall be completed  by the  Optionee  delivering  to the Optionor
within 60 days of the receipt by the  Optionor of the initial  notice under this
paragraph either:

          (a)  a certified cheque in the amount of $2,500,000; or

          (b)  share  certificates  representing  the percentage of the Purchase
               Price to be paid by way of shares of the Optionee and a certified
               cheque in the amount of the balance of the Purchase Price.

3.05      In the agreement, "Commencement of Commercial Production" means:
                            ---------------------------------------

          (i)  if a processing facility is located on the Property, the last day
               of a period of 30 consecutive days in which, for not less than 15
               days,  such  facility  processed ore greater than 60% of the time
               under  normal hours from the Property at not less than 50% of its
               rated capacity; or
          (ii) if no processing  facility is located on the  Property,  the last
               day of the first period of 30  consecutive  days during which ore
               has been shipped from the Property on a reasonably  regular basis
               for the purpose of earning revenues;

PROVIDED THAT no period of time during which ore or  concentrate is shipped from
the Property for testing  purposes,  and no period of time during which  milling
operations  are  undertaken as initial  tune-up,  shall be taken into account in
determining the date of the Commencement of Commercial Production.

4.0       TRANSFER OF TITLE
---------------------------

4.01      Forthwith  following the  exercise of the Option,  the Optionor  shall
deliver  to  the  Optionee   recordable   Bills  of  Sale  or  other  applicable
conveyancing  documentation sufficient to effect the transfer of a 100% interest
in and to the Property to the Optionee.








                                        4



<PAGE>





5.0       RIGHT OF ENTRY
------------------------

5.01      During the  currency of this  agreement  prior to the  exercise of the
Option the  Optionee,  its  servants,  agents and workmen  and any persons  duly
authorized by the Optionee, shall, subject to sub-paragraph 8.01(g) hereof, have
the exclusive right to enter upon and take  possession of and prospect,  explore
and  develop  (but not  mine),  bring  upon and  erect  upon  buildings,  plant,
machinery  and  equipment,  and remove and dispose of  reasonable  quantities or
ores,  minerals and metals for the purpose of  obtaining  assays or making other
tests from the  Property in such manner as the  Optionee in its sole  discretion
may deem advisable.

6.0       REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR
--------------------------------------------------------

6.01      The Optionor hereby represents and warrants to the Optionee that:

          (a)  it is a company in good  standing  under the laws of the province
               of British Columbia and has full corporate power and authority to
               enter into this agreement;
          (b)  it is the recorded and beneficial owner of a 100% interest in and
               to the Property;
          (c)  to the best of its knowledge,  the mineral claims  comprising the
               Property have been validly  located and are now duly recorded and
               in good  standing  in  accordance  with the laws in effect in the
               jurisdiction in which they are situated;
          (d)  to the best of its  knowledge,  the entering into this  agreement
               does not conflict  with any  applicable  law nor does it conflict
               with,  or  result in a breach of or  accelerate  the  performance
               required by any contract or other commitment to which it is party
               or by which it is bound;
          (e)  it has the exclusive  right to enter into this  agreement and all
               necessary authority to assign to the Optionee a 100% right, title
               and interest in and to the Property in accordance  with the terms
               and conditions of this agreement;
          (f)  to the best of its knowledge  other than as disclosed in Schedule
               "A"  hereto,  the  Property  is free and  clear of all  liens and
               encumbrances.

6.02      The representations and warranties hereinbefore set out are conditions
upon which the Optionee  has relied on entering  into this  agreement  and shall
survive the exercise of the Option by a period of 12 months. The Optionor hereby
indemnifies  and saves the  Optionee  harmless  from all  loss,  damage,  costs,
actions  and  suits  arising  out of or in  connection  with any  breach  of any
representation or warranty made by it and contained in this agreement;  provided
that for such indemnity to be effective, the Optionor must receive notice of any
claim hereunder within the 12-month period set out above.

7.0       REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE
--------------------------------------------------------

7.01      The Optionee represents and warrants to the Optionor that:

          (a)  it has full  corporate  power and  authority  to enter  into this
               agreement  and  the  entering  into of this  agreement  does  not
               conflict with any applicable  laws or with its charter  documents
               nor  does  it  conflict  with,  or  result  in a  breach  of,  or
               accelerate  the  performance  required  by any  contract or other
               commitment to which it is party or by which it is bound;
          (b)  it is  eligible  to  acquire  and  hold  mineral  claims  in  the
               jurisdiction  in which  the  Property  is  situated;
          (c)  it is a company in good  standing  under the laws of the province
               of British Columbia.

7.02      The representations and warranties hereinbefore set out are conditions
upon which the Optionor  has relied on entering  into this  agreement  and shall

                                        5



<PAGE>





survive the exercise of the Option,  and the  Optionee  hereby  indemnifies  and
saves the Optionor  harmless  from all loss,  damage,  costs,  actions and suits
arising  out of or in  connection  with  any  breach  of any  representation  or
warranty made by it and contained in this agreement.

8.0       COVENANTS OF THE OPTIONEE
-----------------------------------

8.01      The Optionee  covenants  and agrees with the Optionor that in order to
keep the Option effective:

          (a)  the  Optionee  shall  carry out and record or cause to be carried
               out and  recorded all such  assessment  work upon the Property as
               may be  required  in  order  to  maintain  the  Property  in good
               standing  at  all  times;   notwithstanding  the  foregoing,  the
               Optionee  shall record all eligible  expenditures  as  assessment
               credits up to the maximum amount  permitted  under the applicable
               law or policy;
          (b)  the Optionee shall keep the Property clear of liens and all other
               charges arising from its operations thereon;
          (c)  the Optionee  shall carry on all  operations on the Property in a
               good and miner-like  manner and in compliance with all applicable
               governmental regulations and restrictions;
          (d)  the  Optionee  shall  pay or cause to be paid any  rates,  taxes,
               duties, royalties, assessments or fees levied with respect to the
               Property or the Optionee's operations thereon;
          (e)  the Optionee shall, upon termination of this agreement, leave the
               Property in a safe condition in accordance  with good  miner-like
               practice and any applicable requirements of law;
          (f)  the Optionee  shall,  upon  reasonable  prior  notice,  allow the
               Optionor or any duly authorized  agent or  representative  of the
               Optionor  to inspect  the  Property  at all times and  intervals;
               PROVIDED  HOWEVER  that it is  agreed  and  understood  that  the
               Optionor or any such agent or representative  shall be at his own
               risk and the Optionee shall not be liable for any loss, damage or
               injury  incurred by the  Optionor or its agent or  representative
               arising from its inspection of the Property,  except those caused
               by the gross negligence or wilful misconduct of the Optionee, its
               agents, employees and directors;
          (g)  the Optionee shall allow the Optionor  access at all times to all
               maps, reports, assay results and other technical data prepared or
               obtained by the Optionee in connection with its operations on the
               Property; and
          (h)  the Optionee  shall provide the Optionor on or before  January 31
               or  each  year  with  a   comprehensive   progress   report  with
               recommendations,  in writing,  with respect to its  operations on
               the Property during the preceding calendar year and shall provide
               the Optionor  with copies of any and all  documents  filed by the
               Optionee to record assessment work on the Property.  The Optionor
               will have 90 days to review the  report and inform the  Optionee,
               in writing, as to further  participation on the Property based on
               the recommendations as stated in the report.

8.02      Crest  Geological  Consultants  Limited,  pursuant  to  a   Geological
Contracting  Agreement  of even date  herewith,  shall  carry out and manage all
exploration  and  development  work on and in respect of the Property during the
currency of this agreement.

9.0       COVENANTS OF THE OPTIONOR
-----------------------------------

9.01      The Optionor hereby covenants with and to the Optionee that until such
time as the Option is exercised or otherwise  terminates,  it will not deal,  or
attempt to deal with its right, title and interest in and to the Property in any
way that would or might  affect the right of the  Optionee to become  absolutely

                                        6



<PAGE>






vested in a 100% interest in and to the  Property,  free and clear of any liens,
charges and encumbrances.

10.0      TERMINATION
---------------------

10.01     This agreement  shall  terminate upon the Optionee,  not  being at the
time in default  under any provision of this  agreement,  giving 30 days written
notice to the Optionor of termination.

10.02     This agreement  shall terminate  automatically and without notice upon
the  failure of the  Optionor  to  receive  any one of the cash  payments  to be
received by the Optionor pursuant to paragraph 1.01 hereof on or before the last
date for such payment set out therein.

10.03     This  agreement shall terminate  automatically and without notice upon
the failure of the Optionee to incur  Exploration  Expenditures on or before the
last date for the incurrence of such pursuant to paragraph 1.01 hereof,  and the
subsequent  failure  to pay  cash  in  lieu of  such  expenditures  pursuant  to
paragraph  1.03  hereof on or before  that  last date for such  payment  set out
therein.

10.04     Upon  termination  of  this  agreement the Optionee shall turn over to
the Optionor  originals of all maps,  reports,  assay results and other data and
documentation  in its  possession  in  connection  with  its  operations  on the
Property.

10.05     Upon termination of this agreement, the Optionee forfeits any and all
interest in the Property  hereunder and shall cease to be liable to the Optionor
in  debt,  damages  or  otherwise  save  for the  performance  of  those  of its
obligations which theretofore should have been performed.

10.06     Upon  termination  of this  agreement,  the Optionee shall vacate the
Property  within a reasonable  time after such  termination,  but shall have the
right of access to the  Property  for a period  of 180 days  thereafter  for the
purpose of removing its chattels,  machinery,  equipment and fixtures therefrom.
Any such buildings,  plant, machinery, tools, appliances and/or equipment not so
removed  within the period of 180 days after the  termination  of this Agreement
shall become the property of the Optionor.

11.0      INDEPENDENT ACTIVITIES
--------------------------------

11.01     Except as  expressly  provided herein,  each party shall have the free
and unrestricted  right to independently  engage in and receive the full benefit
of any and  all  business  endeavors  of any  sort  whatsoever,  whether  or not
competitive with the endeavors  contemplated herein without consulting the other
or inviting  or allowing  the other to  participate  therein.  No party shall be
under any  fiduciary  or other  duty to the other  which  will  prevent  it from
engaging in or enjoying the benefits of competing  endeavors  within the general
scope of the endeavors  contemplated  herein.  The legal doctrines of "corporate
opportunity"  sometimes  applied to persons engaged in a joint venture or having
fiduciary  status  shall  not  apply in the case of any  party.  In  particular,
without  limiting the foregoing,  no party shall have an obligation to any other
party as to:

          (a)  any  opportunity  to  acquire,  explore  and  develop  any mining
               property,  interest or right  presently owned by it or offered to
               it outside of the Property at any time; and
          (b)  the  erection of any mining  plant,  mill,  smelter or  refinery,
               whether or not such  mining  plant,  mill,  smelter  or  refinery
               treats ores or concentrates from the Property.

12.0      CONFIDENTIALITY OF INFORMATION
----------------------------------------

12.01     The  parties hereto shall treat all data,  reports,  records and other

                                        7



<PAGE>





information  relating to this agreement and the Property as confidential.  While
this  agreement is in effect,  neither party hereto  shall,  without the express
written  consent  of the  other,  disclose  to any third  party any  information
concerning the results of the operations  hereunder nor issue any press releases
concerning this agreement or its exploration operations except:

          (a)  where such  disclosure  is  mandatory  under the law or is deemed
               necessary by the Optionee's  counsel for the  satisfaction by the
               Optionee of its obligations to applicable  securities  regulatory
               bodies; or
          (b)  where the  Optionee  is seeking the  participation  of such third
               party  in  the  exploration,  development  or  production  of the
               Property,  and such  information is divulged  under  confidential
               circumstances.

Due consideration shall be given to present and future governmental  regulations
with respect to such data disclosures.

13.0      ASSIGNMENT
--------------------

13.01     Any  party may at any time  dispose of all or any part of its interest
in and to the  Property and this  agreement to any third party (the  "Assignee")
                                                                     ----------
provided  that the assignee  shall,  prior to such  disposition,  deliver to the
non-assigning parties its covenants with and to the non-assigning parties that:

          (a)  to the extent of the disposition, the Assignee agrees to be bound
               by the terms and  conditions of this  agreement as if it had been
               an original party hereto; and
          (b)  it will subject any further  disposition of the interest acquired
               to the restrictions contained in this paragraph.

14.0      SURRENDER OF CLAIMS
-----------------------------

14.01     The Optionee  may at  any time elect to  surrender  any one or more of
the claims  comprising  the  Property by giving  notice to the  Optionor of such
intention.  The Optionor may, within 60 days after receipt of such notice, elect
to have all or any of the claims in respect of such notice  transferred to it by
giving notice to the Optionee requesting the same,  whereupon the Optionee shall
deliver to the Optionor a registerable  transfer transferring such claims to the
Optionor.  If the  Optionor  fails to  request a  transfer  of any or all of the
claims to be surrendered  within such 60 day period, the Optionee may thereafter
immediately  surrender such claims without further notice to the Optionor.  Upon
any such transfer or surrender,  the claims so transferred or surrendered  shall
cease to form part of this agreement.

15.0      UNAVOIDABLE DELAYS
----------------------------

15.01     If any party should be delayed in or prevented from performing any of
the terms,  covenants or conditions of this agreement  (but expressly  excluding
payment of cash to the Optionor under paragraphs 1.01 and 1.03 hereof) by reason
of  a  cause  beyond  the  control  of  such  party,  including  fires,  floods,
earthquakes,  subsidence, ground collapse or landslides, interruptions or delays
in  transportation  or power  supplies,  strikes,  lockouts,  wars, acts of God,
government  regulation or  interference,  including but without  restricting the
generality  of the  foregoing,  forest or highway  closures  or any other  cause
beyond such party's control,  then any such failure on the part of such party to
so  perform  shall not be deemed to be a breach of this  agreement  and the time
within  which such party is obliged to comply  with any such term,  covenant  or
condition  of this  agreement  shall be extended by the total period of all such
delays. In order that the provisions of this article may become operative,  such
party shall give notice in writing to the other  party,  forthwith  and for each
new cause of delay or prevention and shall set out in such notice particulars of
the cause  thereof  and the day upon which the same  arose,  and shall give like
notice forthwith following the date that such cause ceased to subsist.


                                        8



<PAGE>






16.0      ARBITRATION
---------------------

16.01     If  there is any  disagreement,  dispute or  controversy  (hereinafter
collectively  called a "Dispute") between the parties with respect to any matter
                       ---------
arising under this agreement or the construction  hereof, then the Dispute shall
be determined by arbitration in accordance with the following procedures:

          (a)  the party on one side of the Dispute shall inform the other party
               by notice of the names of three impartial and independent persons
               who are  recognized  experts  in the area  which  is the  subject
               matter of the Dispute; and
          (b)  the other  party  shall,  within  seven  days of  receipt  of the
               notice,  inform  the party on the other side of the  Dispute  the
               name  of the  one  person  that  it  wishes  to  act as the  sole
               arbitrator.

     The  arbitration  shall be  conducted  in  accordance  with the  Commercial
Arbitration Act (British  Columbia) and the decision of the arbitrator  shall be
made within 30 days following his being named, shall be based exclusively on the
advancement of exploration,  development and production work on the Property and
not on the  financial  circumstances  of the parties.  The costs of  arbitration
shall be borne equally by the parties to the Dispute unless otherwise determined
by the arbitrator in the award.

17.0      NOTICES
-----------------

17.01     Any notice, election,  consent  or other writing required or permitted
to be given hereunder  shall be deemed to be sufficiently  given if delivered or
if mailed by registered air mail or by telegram or fax, addressed as follows:

          In the case of the Optionor:

          C.R.C. EXPLORATIONS LIMITED
          2197 Park Crescent
          Coquitlam, British Columbia   V3J 6T1

          Attention:  Mr. Craig W. Payne
          ------------------------------

          In the case of the Optionee:

          SOLARA VENTURES INC.
          Suite 1450 - 409 Granville Street
          Vancouver, British Columbia V6C 1T2

          with a copy to:

          DEVLIN, JENSEN
          2550 - 555 West Hastings Street
          Vancouver, British Columbia V6B 4N5

          Attention: Mr. Pat Devlin
          -------------------------

and any such notices  given as  aforesaid  shall be deemed to have been given to
the parties  hereto if delivered,  when  delivered,  or if mailed,  on the third
business day following the date of mailing,  or, if telegraphed or faxed, on the
next  succeeding  day  following the  telegraphing  or faxing  thereof  PROVIDED
HOWEVER that during the period of any postal  interruption in either the country
of mailing or the country of delivery,  any notice given hereunder by mail shall
be deemed to have been given only as of the date of actual delivery of the same.
Any party may from time to time by notice in writing  change its address for the
purpose of this paragraph.

                                        9



<PAGE>






18.0      GENERAL TERMS AND CONDITIONS

18.01     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.

18.02     This  agreement shall represent the entire  understanding  between the
parties with respect to the Property.  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 all parties hereto.

18.03     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.
































                                       10



<PAGE>





18.04     The  schedules 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.

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

18.06     This  agreement  shall be governed by  and  interpreted  in accordance
with the laws in effect in British  Columbia,  and the parties  hereto attorn to
the courts of British Columbia for the resolution of any disputes arising out of
this agreement.

18.07     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 by the parties
hereto as of the day and year first above written.

THE CORPORATE SEAL of                               )
C.R.C. EXPLORATIONS LIMITED                         )
was hereunto affixed in the presence of:            )
                                                    )                      C/S
                                                    )
   Craig Payne                                      )
---------------------------------------             )
                                                    )
---------------------------------------             )


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



















                                       11



<PAGE>




















                                  SCHEDULE "A"



          TO THAT  CERTAIN  AGREEMENT  MADE AS OF THE 8TH DAY OF  AUGUST,  2000;
          AMENDED JULY 9, 2001, BETWEEN C.R.C. EXPLORATIONS LIMITED OF THE FIRST
                                        ---------------------------
          PART, SOLARA VENTURES INC. OF THE SECOND PART
                -------------------


                                 THE "PROPERTY"

MINING DIVISION: 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 THAT CERTAIN  AGREEMENT (THE "AGREEMENT") MADE AS OF THE 8th DAY OF
          AUGUST,  2000;  AMENDED  JULY 9,  2001,  BETWEEN  C.R.C.  EXPLORATIONS
                                                            --------------------
          LIMITED OF THE FIRST PART (THE "OWNER"),  SOLARA  VENTURES INC. OF THE
          -------                                   --------------------
          SECOND PART (THE "PAYOR")


                              "NET SMELTER RETURNS"

1.        In the Agreement, "Net Smelter  Returns" means the net amount of money
received  by the  Payor  for its  own  account  from  the  sale  of ore,  or ore
concentrates  or other  products  from the  Property  to a smelter  or other ore
buyer,  including proceeds of insurance with respect to losses,  after deduction
of smelter and/or refining charges, ore treatment charges, penalties and any and
all  charges  made by the  purchaser  or ore or  concentrates,  less all  umpire
charges which the purchaser may be required to pay.

2.        Payment of Net Smelter Returns by the Payor to the Owner shall be made
quarterly  within 30 days after the end of each fiscal  quarter of the Payor and
shall  be  accompanied  by  unaudited  financial  statements  pertaining  to the
operations  carried out by the Payor on the  Property.  Within 60 days after the
end of each fiscal year of the Payor in which Net Smelter Returns are payable to
the Owner,  the records  relating to the  calculation of Net Smelter Returns for
such year shall be audited and any resulting  adjustments  in the payment of Net
Smelter  Returns  payable to the Owner shall be made  forthwith,  together  with
interest at the prime rate plus two percent per annum,  calculated from the date
when such  payment  should  have been made.  A copy of the said  audit  shall be
delivered to the Owner within 30 days of the end of such 60-day period.

3.        Each annual audit shall be final and not subject to adjustments unless
the Owner delivers to the Payor written  exceptions in reasonable  detail within
12 months after the Owner receives the report.  The Owner, or its representative
duly  authorized in writing,  at its expense,  shall have the right to audit the
books and records of the Payor  related to Net Smelter  Returns to determine the
accuracy of the report, but shall not have access to any other books and records
of the Payor.  The audit shall be conducted  by a chartered or certified  public
accountant of recognized  standing.  The Payor shall have the right to condition
access to its books and  records  on  execution  of a written  agreement  by the
auditor  that all  information  will be held in  confidence  and used solely for
purposes of audit and resolution of any disputes  related to the report.  A copy
of the Owner's report shall be delivered to the Payor upon  completion,  and any
discrepancy  between the amount  actually paid by the Payor and the amount which
should have been paid according to the Owner's  report shall be paid  forthwith,
one  party to the  other.  In the  event  that the  said  discrepancy  is to the
detriment of the Owner and exceeds 5% of the amount  actually paid by the Payor,
then the Payor shall pay the entire cost of the audit.

4.        Any dispute  arising  out  of  or  related  to  any  report,  payment,
calculation or audit shall be resolved  solely by arbitration as provided in the
Agreement. No error in accounting or in interpretation of the Agreement shall be
the basis for a claim of breach of fiduciary  duty, or the like, or give rise to
a claim for exemplary or punitive  damages or for  termination  or rescission of
the Agreement or the estate and rights  acquired and held by the Payor under the
terms of the Agreement.






<PAGE>