<PAGE>
                                                                       EXHIBIT 2


      THIS AGREEMENT AND MUTUAL RELEASE MADE THE 8TH DAY OF DECEMBER, 2002.


BETWEEN:

          CENTRAL MINERA CORP.
          GORDON ELLIS
          ANNE EILERS
          CARLO CIVELLI and
          JAMES TERRENCE ALEXANDER

                                                       PARTIES OF THE FIRST PART
                           (hereafter referred to as "the Central Minera Group")

AND:

          ERIC XAVIER LAVARACK
          DAVID RODGER MANNING
          MAHATTA CONSULTING INC. and
          KARLA D. NEALY

                                                      PARTIES OF THE SECOND PART
                         (hereafter referred to as "the Lavarack/Manning Group")

          WHEREAS

1.   The Central Minera Group and the Lavarack/Manning Group (hereafter the
     "Parties") have made various claims and sought relief in B.C. Supreme Court
     Action No.: C992548 (the "Action").

2.   Quinlan Abrioux, Barristers and Solicitors, hold certain monies in trust on
     the undertaking of Patrice Abrioux that they be released, only by order of
     the Court of the agreement of the Parties (the "Quinlan Abrioux monies").
<PAGE>

                                      -2-


3. David Manning and Mahatta Consulting Inc. have caused certain monies to be
   paid into Court on account of claims made in the Action (the "Manning
   monies"). The Quinlan Abrioux monies and the Manning monies are collectively
   referred to herein as the "Funds".

4. The Action proceeded to trial on November 25, 2002 and is ongoing.

5. The Parties wish to resolve all of their dispute and all the claims and the
   relief sought in the Action and, without restricting the generality of the
   foregoing, the disbursement of the Funds on the terms set out herein.

     WHEREFORE the Parties in consideration of the terms, conditions and
covenants set out herein, hereby agree as follows:

1. The Action will be dismissed by consent, without costs to any of the
   Parties, the Consent Dismissal Order including a term that the Manning Monies
   be paid to David Manning and Mahatta Consultint Inc., or their solicitors.

2. Quinlan Abrioux will cause the Funds to be distributed as follows:

   (a) $230,000 Canadian to John Frank, in trust.

   (b) the balance of the Funds to be paid to the Lavarack/Manning Group.




<PAGE>

                                      -3-


3. The Parties hereto agree that:

     (a)  they will issue a joint press release announcing the settlement and
      declining to disclose the terms thereof or to provide other details in
      relation thereto;

     (b)  subject to (a) above, they shall keep secret and confidential and
      shall not disclose to any person or entity the terms and conditions of
      this Agreement and the settlement to which it relates, except for
      disclosure of information to professional advisors, or as may be
      reasonably necessary for bona fide accounting for tax purposes or as may
      be required pursuant to the order or direction of any Court, tribunal,
      regulatory or law enforcement authority, governmental body or as may be
      required by law;

     (c)  they shall not make any derogatory or prejudicial statements,
      comments or communications of any kind about any of the Parties hereto,
      and, without restricting the generality of the foregoing, Central Minera
      agrees that it shall not make any such comments either explicitly or by
      implication in any documents which are intended to be circulated in the
      public domain, including financial statements, filings with regulatory
      agencies and the like;

and any such conduct or action shall constitute a breach of this Agreement,
actionable by a claim for damages.

4. All Parties will, at the request of any other party, execute and deliver
   such further documents and do such further acts and things as any party may
   reasonably request in order to evidence, carry out and give full force and
   effect to the terms, conditions, intent and meaning of this Agreement.



<PAGE>

                                      -4-


5. The Parties agree that upon Quinlan Abrioux disbursing the Funds in the
   manner set forth in paragraph 2(a) herein, the Central Minera Group and the
   Lavarack/Manning Group and each of them, do hereby for themselves and their
   executors, administrators, successors and assigns, remise, release and
   further discharge one another and each of them, and their respective
   predecessors, heirs, executors, administrators, successors, assigns,
   servants, agents, partners, associates, and other employees, of and from any
   and all manner of action, causes of action, debts, suits, contracts, claims,
   demands and damages of any nature of kind whatsoever which against any other
   Party and each of them they had, now have, or which their respective heirs,
   executors, administrators, successors or assigns or any of them hereafter
   can, shall, or may have for or by reason of any cause, matter or thing
   whatsoever arising out of or concerning in any way the claims made or relief
   sought in the Action.

6. The Parties agree that they will not make any further claim, or take any
   further proceedings, in respect to any matters which are subject of the
   Action or this Agreement against any other party or any other persons,
   partnerships, companies or other legal entities who might claim contribution
   or indemnity from the Parties to this Agreement.

7. This Agreement shall ensure to the benefit of and be binding upon the Parties
   hereto, their respective heirs, executors, administrators, successors and
   assigns.

8. This Agreement may be signed on behalf of the Central Minera Group by its
   legal counsel, John H. Frank.

9. This Agreement may be signed in counter-parts and constitutes the entire
   Agreement between the Parties respecting the subject matter hereof.



<PAGE>

                                      -5-

10.  This Agreement supercedes all prior Agreements, understandings, promises or
     representations between the Parties, except to the extent expressly
     provided herein, and may only be amended in writing signed by all of the
     Parties hereto.

11.  This Agreement is to be interpreted in accordance with the laws of the
     Province of British Columbia.

         IN WITNESS WHEREOF the Parties hereto have executed this Agreement
this 9th day of December, 2002.


SIGNED IN THE PRESENCE OF:             )   CENTRAL MINERA CORP.
                                       )   GORDON ELLIS, ANNE EILERS,
         /s/ D.W. Donahoe              )   CARLO CIVELLI and
----------------------------------     )   JAMES TERRENCE ALEXANDER
Name                                   )   by their authorized agent and
        200-200 Granville              )   legal counsel, John H. Frank
----------------------------------     )
Address                                )
         Vancouver, B.C.               )   /s/ John H. Frank
----------------------------------     )   ------------------------------
                                       )   JOHN H. FRANK
         Barrister                     )
----------------------------------     )
Occupation                             )




<PAGE>

                                      -6-

SIGNED IN THE PRESENCE OF:             )
                                       )
      /s/ Patrice Abrioux              )
----------------------------------     )   /s/ Eric Xavier Lavarack
Name                                   )   ------------------------------------
                                       )   ERIC XAVIER LAVARACK
----------------------------------     )
Address                                )
                                       )
----------------------------------     )
                                       )
                                       )
----------------------------------     )
Occupation                             )


SIGNED IN THE PRESENCE OF:             )
                                       )
      /s/ Patrice Abrioux              )
----------------------------------     )    /s/ David Rodger Manning
Name                                   )    -----------------------------------
                                       )    DAVID RODGER MANNING
----------------------------------     )
Address                                )
                                       )
----------------------------------     )
                                       )
                                       )
----------------------------------     )
Occupation                             )

                                       )     MAHATTA CONSULTING INC.
                                       )     by its authorized signatory,:
                                       )     David Rodger Manning
                                       )
                                       )     /s/ David Rodger Manning
                                       )     ----------------------------------



<PAGE>

                                      -7-



SIGNED IN THE PRESENCE OF:              )
                                        )
                                        )
        /s/ Patrice Abrioux             )
-----------------------------------     )
Name                                    )
                                        )
       (copy illegible)                 )    /s/ Karla D. Nealy
-----------------------------------     )    ----------------------------------
Address                                 )    KARLA D. NEALY
                                        )
                                        )
                                        )
-----------------------------------     )
                                        )
                                        )
                                        )
-----------------------------------     )
Occupation                              )