Filed by Automated Filing Services Inc. (604) 609-0244 - Sierra Ventures, Inc. - Exhibit 10.1






OPTION TO PURCHASE AND ROYALTY AGREEMENT 

THIS AGREEMENT made as of the 22nd day of March, 2007.


BETWEEN: 


  
    
      
        JIUJIANG GAO FENG MINING INDUSTRY LIMITED COMPANY,
          a company duly incorporated under the laws of Jiangxi Province, China
          and having an address at Long Xiang Country Trade Building, Kowloon
          Street, Jiujiang City, Jiujiang Province, China 

      

    

  



(hereinafter called “Jiujiang”) 

OF THE FIRST PART 

AND: 


  
    
      
        SIERRA VENTURES, INC., a company duly incorporated
          under the laws of the State of Wyoming, having its registered office
          at 1620 Central Avenue, Suite 202, Cheyenne, Wyoming, 82001 

      

    

  



(hereinafter called "Sierra") 

OF THE SECOND PART 

WHEREAS: 

	A. 	
      Jiujiang is the sole beneficial owner of 100% of the
      right, title and interest in and to the Zhangjiafan Gold Mining property,
      which is situated in Dexing City, Jiangxi Province, China (hereinafter
      together with any form of successor or substitute mineral tenure called
      the "Property").

	 	 
	B. 	
      The parties now wish to enter into an agreement granting
      to Sierra the exclusive right and option to acquire 25% of the right,
      title and interest in and to the Property on the terms and conditions as
      hereinafter set forth.



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

	1. 	
      INTERPRETATION

	 	 
	1.1 	
      In this Agreement:

	 	 
		(a) 	
      "Effective Date" means the date that both parties have
      signed this Agreement;

		(b) 	
      "Mineral Products" means the products derived from
      operating the Property as a mine;

		(c) 	
      "Net Smelter Returns" means the proceeds received by
      Sierra from any smelter or other purchaser from the sale of any ores,
      concentrates or minerals produced from the Property after deducting from
      such proceeds the following charges only to the extent that they are not
      deducted by the smelter or other purchaser in computing the
    proceeds:

			(i) 	
      the cost of transportation of the ores, concentrates or
      minerals from the Property to such smelter or other purchaser, including
      related transport;

			(ii) 	
      smelting and refining charges including
  penalties;

			(iii) 	
      marketing costs.

		(e) 	
      "Option" means the option granted by Jiujiang to Sierra
      pursuant to Section 3;

		(f) 	
      "Operating the Property as a mine" or "Operation of the
      Property as a mine" means any or all of the mining, milling, smelting,
      refining or other recovery of ores, minerals, metals or concentrates or
      values thereof, derived from the Property;

		(g) 	
      "Royalty" means the royalty to be paid by Sierra to
      Jiujiang pursuant to subsection 9.1;








	 	(h) 	
      "Dollars ($)" means legal currency of the United States
      of America;

	 	(i) 	
      "(RMB)" means legal currency of the People’s Republic of
      China;




	2. 	
      REPRESENTATIONS AND WARRANTIES

	 	 
	2.1 	
      Sierra represents and warrants to Jiujiang
that:

	 	 
		(a) 	
      Sierra is a body corporate duly incorporated, organized
      and validly subsisting under the laws of its incorporating
      jurisdiction;

		(b) 	
      Sierra has full power and authority to carry on its
      business and to enter into this Agreement and any agreement or instrument
      referred to or contemplated by this Agreement;

		(c) 	
      neither the execution and delivery of this Agreement nor
      any of the agreements referred to herein or contemplated hereby, nor the
      consummation of the transactions hereby contemplated will conflict with,
      result in the breach of or accelerate the performance required by any
      agreement to which Sierra is a party; and

		(d) 	
      the execution and delivery of this Agreement and the
      agreements contemplated hereby will not violate or result in the breach of
      laws of any jurisdiction applicable or pertaining thereto or of Sierra's
      constating documents.

	 	 	 
	2.2 	
      Jiujiang represents and warrants to Sierra:

	 	 
		(a) 	
      the Property consists of the Zhangjiafan Gold Mining
      Property which has been duly and validly recorded is presently in good
      standing under the laws of the jurisdiction in which it is located and,
      except as set forth herein, are free and clear of all liens, charges and
      encumbrances;

		(b) 	
      Jiujiang is the sole beneficial owner of a 100% interest
      in and to the Property and has the exclusive right to enter into this
      Agreement and all necessary authority to dispose of a 25% interest in and
      to the Property in accordance with the terms of this Agreement;

		(c) 	
      no person, firm or corporation has any proprietary or
      possessory interest in the Property other than Jiujiang and no person is
      entitled to any royalty or other payment in the nature of rent or royalty
      on any minerals, ores, metals or concentrates or any other such products
      removed from the Property;

		(e) 	
      neither the execution and delivery of this Agreement nor
      any of the agreements referred to herein or contemplated hereby, nor the
      consummation of the transactions hereby contemplated will conflict with,
      result in the breach of or accelerate the performance required by any
      agreement to which Jiujiang is a party or by which it is bound;

		(f) 	
      the execution and delivery of this Agreement and the
      agreements contemplated hereby will not violate or result in the breach of
      the laws of any jurisdiction applicable or pertaining thereto.

	 	 	 
	2.3 	
      The representations and warranties hereinbefore set out
      are conditions on which the parties have relied in entering into this
      Agreement and will survive the acquisition of any interest in the Property
      by Sierra and each party will indemnify and save the other party harmless
      from all loss, damage, costs, actions and suits arising out of or in
      connection with any breach or any representation, warranty, covenant,
      agreement or condition made by the other party and contained in this
      Agreement.

	 	 
	3. 	
      OPTION








	3.1 	
      Jiujiang hereby gives and grants to Sierra the sole and
      exclusive right and option to acquire 25% of the right, title and interest
      of Jiujiang in and to the Property, subject only to Jiujiang receiving the
      annual payments, shares and the Royalty, in accordance with the terms of
      this Agreement for and in consideration of the
following:




	 	(a) 	
      Sierra, or its permitted assigns, incurring exploration
      expenditures on the Property of a minimum of US $20,000 on or before May
      31, 2008;

	 	(b) 	
      Sierra, or its permitted assigns, incurring exploration
      expenditures on the Property of a further US $40,000 for aggregate minimum
      exploration expenses of US $60,000 on or before May 31, 2009;
and

	 	(c) 	
      Sierra shall allot and issue 1,000,000 shares in the
      capital of Sierra to Jiujiang upon completion of a phase I exploration
      program as recommended by a competent
geologist;




	3.2 	
      Upon exercise of the Option, Sierra agrees to pay
      Jiujiang, commencing May 31, 2010, the sum of US $25,000 per annum as
      prepayment of the Net Smelter Royalty for so long as Sierra, or its
      permitted assigns, hold any interest in the Property. Failure to make any
      such annual payment shall result in termination of this Agreement in
      accordance with Section 5.1.

	 	 
	3.3 	
      Jiujiang further grants to Sierra the right to acquire an
      additional 26% of the right, title and interest of Jiujiang in and to the
      Property by the payment of US $25,000 and by incurring an additional US
      $100,000 in exploration expenditures on the Property on or before May 31,
      2010.

	 	 
	4. 	
      RIGHT OF ENTRY

	 	 
	4.1 	
      Until such time as the Option has been exercised, Sierra,
      its employees, agents and independent contractors, will have the sole and
      exclusive right and option to:




	 	(a) 	
      enter upon the Property;

	 	(b) 	
      have exclusive and quiet possession thereof;

	 	(c) 	
      do such prospecting, exploration, development or other
      mining work thereon and thereunder as Sierra in its sole discretion may
      consider advisable; and

	 	(d) 	
      bring and erect upon the Property such facilities as
      Sierra may consider advisable.




	5. 	
      TERMINATION

	 	 
	5.1 	
      Subject to Section 8, this Agreement and the Option will
      terminate:




	 	(a) 	
      on May 31, 2008 at 11:59 P.M., unless on or before that
      date, Sierra has incurred exploration expenditures of a minimum of US
      $20,000 on the Property;

	 	(b) 	
      on May 31, 2009 at 11:59 P.M., unless on or before that
      date, Sierra has incurred exploration expenditures of a cumulative minimum
      of US $60,000 on the Property;

	 	(c) 	
      at 11:59 P.M. on May 31 of each and every year,
      commencing on May 31, 2010, unless Sierra has paid to Jiujiang the sum of
      US $25,000 on or before that date.




	6. 	
      COVENANTS OF JIUJIANG

	 	 	 
	6.1 	
      Jiujiang will:

	 	 	 
		(a) 	
      not do any act or thing which would or might in any way
      adversely affect the rights of Sierra
hereunder;








	 	(b) 	
      make available to Sierra and its representatives all
      records and files in the possession of Jiujiang relating to the Property
      and permit Sierra and its representatives at its own expense to take
      abstracts therefrom and make copies thereof; and

	 	(c) 	
      promptly provide Sierra with any and all notices and
      correspondence from government agencies in respect of the
  Property.




	7. 	
      COVENANTS OF SIERRA

	 	 
	7.1 	
      Sierra will:




	 	(a) 	
      keep the Property free and clear of all liens, charges
      and encumbrances arising from their operations hereunder and in good
      standing by the doing and filing of all necessary work and by the doing of
      all other acts and things and making all other payments which may be
      necessary in that regard;

	 	(b) 	
      permit Jiujiang, or its representatives duly authorized
      by it in writing, at their own risk and expense, access to the Property at
      all reasonable times and to all records prepared by Sierra in connection
      with work done on or with respect to the Property;

	 	(c) 	
      conduct all work on or with respect to the Property in a
      careful and miner-like manner and in compliance with all applicable State,
      Provincial and local laws, rules, orders and regulations, and indemnify
      and save Jiujiang harmless from any and all claims, suits, actions made or
      brought against it as a result of work done by Sierra on or with respect
      to the Property; and

	 	(d) 	
      obtain and maintain, or cause any contractor engaged
      hereunder to obtain and maintain, during any period in which active work
      is carried out hereunder, adequate insurance.




	8. 	
      EXERCISE OF OPTION

	 	 
	8.1 	
      Once Sierra has incurred the exploration expenditures,
      and made the payments set out in Section 3.1, Sierra will, subject to the
      right of Jiujiang to receive the Royalty and the obligation of Sierra to
      make the annual payments set out in Section 3.2, own 25% of Jiujiang'
      right, title, and interest in and to the Property.

	 	 
	9. 	
      ROYALTY

	 	 
	9.1 	
      Sierra will pay to Jiujiang an annual royalty equal to
      three percent (3%) of Net Smelter Returns, subject to Section
  9.4.

	 	 
	9.2 	
      After the exercise of the Option, payment of the Royalty
      will be made quarterly within 30 days after the end of each yearly quarter
      based upon a year commencing on the 1st day of January and expiring on the
      31st day of December in any year in which production occurs. Within 60
      days after the end of each year for which the Royalty is payable, the
      records relating to the calculation of Net Smelter Returns for such year
      will be audited by Sierra and any adjustments in the payment of the
      Royalty will be made forthwith after completion of the audit. All payments
      of the Royalty for a year will be deemed final and in full satisfaction of
      all obligations of Sierra in respect thereof if such payments or
      calculations thereof are not disputed by Jiujiang within 60 days after
      receipt by Jiujiang of the said audit statement. Sierra will maintain
      accurate records relevant to the determination of Net Smelter Returns and
      Jiujiang, or its authorized agent, shall be permitted the right to examine
      such records at all reasonable times.

	 	 
	9.3 	
      The determination of Net Smelter Returns royalty
      hereunder is based on the premise that production will be developed solely
      on the Property except that Sierra will have the right to commingle ore
      mined from the Property with ore mined and produced from other
      properties








		
      provided Sierra will adopt and employ reasonable
      practices and procedures for weighing, sampling and assaying, in order to
      determine the amounts of products derived from, or attributable to
      commingled ore mined and produced from the Property. Sierra will maintain
      accurate records of the results of such sampling, weighing and analysis
      with respect to any commingled ore mined and produced from the Property.
      Jiujiang or its authorized agents will be permitted the right to examine
      at all reasonable times such records pertaining to comingling of ore or to
      the calculation of Net Smelter Returns.

	 	 
	9.4 	
      Sierra shall have the right at any time to purchase
      one-half of the Royalty by paying to Jiujiang the sum of US $500,000 per
      Royalty percentage point.

	 	 
	10. 	
      OBLIGATIONS OF SIERRA AFTER TERMINATION

	 	 
	10.1 	
      In the event of the termination of the Option, Sierra
      will:




	 	(a) 	
      leave the Property in good standing for a minimum of one
      (1) year under all applicable legislation, free and clear of all liens,
      charges and encumbrances arising from this Agreement or their operations
      hereunder and in a safe and orderly condition;

	 	(b) 	
      deliver to Jiujiang within 60 days of its written request
      a comprehensive report on all work carried out by Sierra on the Property
      (limited to factual matter only) together with copies of all maps, drill
      logs, assay results and other technical data compiled by Sierra with
      respect to the Property;

	 	(c) 	
      have the right, and obligation on demand made by
      Jiujiang, to remove from the Property within six (6) months of the
      effective date of termination all facilities erected, installed or brought
      upon the Property by or at the instance of Sierra provided that at the
      option of Jiujiang, any or all of facilities not so removed will become
      the property of Jiujiang; and

	 	(d) 	
      deliver to Jiujiang a duly executed transfer in
      registrable form of an undivided 100% right, title and interest in and to
      the Property in favour of Jiujiang, or its
nominee.




	11. 	
      TRANSFER OF TITLE

	 	 
	11.1 	
      Upon the request of Sierra, Jiujiang will deliver to
      Sierra a duly executed transfer in registrable form of an undivided 100%
      of Jiujiang' right, title and interest in and to the Property in favour of
      Sierra which Sierra will be entitled to register against title to the
      Property provided that transfer of legal title to the Property as set
      forth in this Subsection 11.1 is for administrative convenience only and
      beneficial ownership of a 25% interest in the Property will pass to Sierra
      only in accordance with the terms and conditions of this
  Agreement.

	 	 
	12. 	
      REGISTRATION OF AGREEMENT

	 	 
	12.1 	
      Notwithstanding Section 11 of this Agreement, Sierra or
      Jiujiang will have the right at any time to register this Agreement or a
      Memorandum or similar legally binding document thereof against title to
      the Property.

	 	 
	13. 	
      DISPOSITION OF CLAIM

	 	 
	13.1 	
      Sierra may at any time sell, transfer or otherwise
      dispose of all or any portion of its interest in and to the Property and
      this Agreement provided that, at any time, Sierra has first obtained the
      consent in writing of Jiujiang, such consent not to be unreasonably
      withheld and further provided that, at any time during the currency of
      this Agreement, any purchaser, grantee or transferee of any such interest
      will have first delivered to Jiujiang its agreement related to this
      Agreement and to the Property, containing:








	 	(a) 	
      a covenant with Jiujiang by such transferee to perform
      all the obligations of Sierra to be performed under this Agreement in
      respect of the interest to be acquired by it from Sierra, and

	 	(b) 	
      a provision subjecting any further sale, transfer or
      other disposition of such interest in the Property and this Agreement or
      any portion thereof to the restrictions contained in this Subsection
      13.1.




	13.2 	
      The provisions or Subsection 13.1 of this Agreement will
      not prevent either party from entering into an amalgamation or corporate
      reorganization which will have the effect in law of the amalgamated or
      surviving company possessing all the property, rights and interests and
      being subject to all the debts, liabilities and obligations of each
      amalgamating or predecessor company.




	14. 	
      ABANDONMENT OF
PROPERTY




	14.1	
      Sierra shall have the unfettered right at any time after
      the exercise of the Option to abandon all or any part of its interest in
      the Property by delivering a notice in writing of their intention to do so
      to Jiujiang, such notice to list the part or parts of the Property to be
      abandoned, and if within 30 days of receipt of such notice Jiujiang
      delivers to Sierra a notice ("Reacquisition Notice") stating its intention
      to reacquire all or part or parts of the Property, Sierra will deliver to
      Jiujiang duly executed recordable transfers of its interest in such part
      or parts of the Property as Jiujiang has set forth in the Reacquisition
      Notice, such part or parts to be in good standing for at least one year
      beyond the date of delivery of such transfers and to be free and clear of
      all liens, charges, and encumbrances arising from the operations of Sierra
      or its agents or subcontractors hereunder.




	15. 	
      CONFIDENTIAL NATURE OF INFORMATION

	 	 
	15.1 	
      The parties agree that all information obtained from the
      work carried out hereunder and under the operation of this Agreement will
      be the exclusive property of the parties and will not be used other than
      for the activities contemplated hereunder except as required by law or by
      the rules and regulations of any regulatory authority having jurisdiction,
      or with the written consent of both parties, such consent not to be
      unreasonably withheld. Notwithstanding the foregoing, it is understood and
      agreed that a party will not be liable to the other party for the
      fraudulent or negligent disclosure of information by any of its employees,
      servants or agents, provided that such party has taken reasonable steps to
      ensure the preservation of the confidential nature of such
    information.

	 	 
	16. 	
      FURTHER ASSURANCES

	 	 
	16.1 	
      The parties hereto agree that they and each of them will
      execute all documents and do all acts and things within their respective
      powers to carry out and implement the provisions or intent of this
      Agreement.

	 	 
	17. 	
      NOTICE

	 	 
	17.1 	
      Any notice, direction or other instrument required or
      permitted to be given under this Agreement will be in writing and will be
      given by the delivery or the same or by mailing the same by prepaid
      registered or certified mail in each case addressed as
  follows:








	 	(a) 	
      if to Jiujiang

	 		
      Jiujiang Gao Feng Mining Company, 
Long Xiang Country
      Trade Building,

	 		
      Kowloon Street, Jiujiang City, Jiujiang Province,
      China

	 		
      Attention: Huang Zhong
Bang

	 	 	 
	 	(b) 	
      if to The Sierra Group

	 		
      1620 Central Avenue, Suite 202 
Cheyenne Wyoming, USA
      82001

	 		
      Attention: Ian
  Jackson




	
      l7.2 
	
      Any notice, direction or other instrument aforesaid will,
      if delivered, be deemed to have been given and received on the day it was
      delivered, and if mailed, be deemed to have been given and received on the
      fifteenth business day following the day of mailing, except in the event
      of disruption of the postal services in which event notice will be deemed
      to be received only when actually received. 




	17.3 	
      Any party may at any time give to the other notice in
      writing of any change of address of the party giving such notice and from
      and after the giving of such notice, the address or addresses therein
      specified will be deemed to be the address of such party for the purpose
      of giving notice hereunder.

	 	 
	18. 	
      ARBITRATION

	 	 
	18.1 	
      Any disputes arising out of the Agreement or related to
      the performance under this Agreement shall be referred to and be resolved
      solely through Arbitration. The parties consent to the arbitration being
      administered and conducted in accordance with the rules and regulations of
      the American Arbitration Association. The arbitration shall be held in
      Cheyenne, Wyoming. The unsuccessful party shall bear the costs of the
      arbitration including without limitation the reasonable costs of the
      successful party’s attorney fees. The parties agree that and intend that
      the results of the arbitration shall be final and binding on, and
      non-appealable by, the parties. Each party hereby waives recourse to the
      courts in lieu of arbitration, save and except for the sole purpose of
      enforcement of any arbitration award.

	 	 
	19. 	
      HEADINGS

	 	 
	19.1 	
      The headings to the respective sections herein will not
      be deemed part of this Agreement but will be regarded as having been used
      for convenience only.

	 	 
	20. 	
      DEFAULT

	 	 
	20.1 	
      If any party (a "Defaulting Party") is in default of any
      requirement herein set forth other than the provisions of Section 5 for
      which notice of default need not be given, the party affected by such
      default will give written notice to the defaulting Party specifying the
      default and the Defaulting Party will not lose any rights under this
      Agreement, unless within 30 days after the giving of notice of default by
      the affected party the Defaulting Party has cured the default by the
      appropriate performance and if the Defaulting Party fails within such
      period to cure any such default, the affected party will be entitled to
      seek any remedy it may have on account of such default.

	 	 
	21. 	
      PAYMENT












	
21.1 		
All references to monies hereunder will be in Chinese (RMB ) funds except where otherwise designated. All payments to be made to any party hereunder will be mailed or delivered to such party at its address for notice purposes as
provided herein, or for the account of such party at such bank or banks in China as such party may designate from time to time by written notice. Said bank or banks will be deemed the agent of the designating party for the purpose of receiving and
collecting such payment.

	
	 	 
	
22. 		
ENUREMENT

	
	 	 
	
22.1 		
Subject to Section 13, this Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

	
	 	 
	
23. 		
TERMS

	
	 	 
	
23.1 		
The terms and provisions of this Agreement shall be interpreted in accordance with the laws of Wyoming.

	
	 	 
	
24. 		
FORCE MAJEURE

	
	 	 
	
24.1 		
No party will be liable for its failure to perform any of its obligations under this Agreement due to a cause beyond its control (except those caused by its own lack of funds) including, but not limited to acts of God, fire,
flood, explosion, strikes, lockouts or other industrial disturbances, laws, rules and regulations or orders of any duly constituted governmental authority or non- availability of materials or transportation (each an "Intervening Event").

	
	 	 
	
24.2 		
All time limits imposed by this Agreement, other than those imposed by Section 5, will be extended by a period equivalent to the period of delay resulting from an Intervening Event described in Subsection 23.1.

	
	 	 
	
24.3 		
A party relying on the provisions of Subsection 23.1 will take all reasonable steps to eliminate an Intervening Event and, if possible, will perform its obligations under this Agreement as far as practical, but nothing herein will
require such party to settle or adjust any labour dispute or to question or to test the validity of any law, rule, regulation or order of any duly constituted governmental authority or to complete its obligations under this Agreement if an
Intervening Event renders completion impossible.

	
	 	 
	
25. 		
ENTIRE AGREEMENT

	
	 	 
	
25.1 		
This Agreement constitutes the entire agreement between the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether verbal or written, express
or implied, statutory or otherwise between the parties with respect to the subject matter herein.

	
	 	 
	
26. 		
TIME OF ESSENCE

	
	 	 
	
26.1 		
Time will be of the essence in this Agreement.

	
	 	 
	
27. 		
ENFORCEMENT OF AGREEMENT

	









	27.1 	
      The covenants, promises, terms and conditions contained
      herein will be binding upon the parties jointly and severally and may be
      enforced by each as against each other inter se.



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

JIUJIANG GAO FENG MINING LIMITED COMPANY 

 

Per:        /s/  “Huang
Zhong Bang” 

              
by its Authorized Signatory 

 

SIERRA VENTURES, INC. 

 

Per:         /s/ “Ian
Jackson” 

              
by its Authorized Signatory