Exhibit 10.1

                       MINERAL PROPERTY PURCHASE AGREEMENT


     THIS AGREEMENT dated for reference November 29, 2006

BETWEEN:

          DAVID HEYMAN, of 6964A 224th Street, Langley, B.C., V2Y 2K5; and

          (the "Vendor")

                                                               OF THE FIRST PART

AND:

          GRAY CREEK MINING INC., a body corporate, duly incorporated under the
          laws of the State of Nevada and having an office at 6688 Willingdon
          Avenue, Suite 313, Burnaby, B.C. V5H 2V8;

          (the "Purchaser")

                                                              OF THE SECOND PART

W H E R E A S:

A. The  Vendor is the owner of  certain  mineral  claims  located  in the Nicola
Mining Division,  British Columbia, which claims are more particularly described
in  Schedule   "A"  attached   hereto   which  forms  a  material   part  hereof
(collectively, the "Claims");

B. The Vendor has agreed to sell and the Purchaser has agreed to purchase a 100%
right,  interest  and title in and to the Claims  upon the terms and  conditions
hereinafter set forth;

     NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and provisos herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:

1. VENDOR'S REPRESENTATIONS

1.1  The Vendor represents and warrants to the Purchaser that:

     (a)  The Vendor is the registered  and  beneficial  owner of the Claims and
          holds the right to  transfer  title to the Claims  and to explore  and
          develop the Claims;

     (b)  The Vendor  holds the Claims free and clear of all liens,  charges and
          claims of others,  and the Vendor  has a free and  unimpeded  right of
          access to the Claims and has use of the Claims  surface for the herein
          purposes;
<PAGE>
     (c)  The Claims have been duly and validly  located and  recorded in a good
          and miner-like manner pursuant to the laws of British Columbia and are
          in good standing in British Columbia as of the date of this Agreement;

     (d)  There are no adverse  claims or challenges  against or to the Vendor's
          ownership of or title to any of the Claims nor to the knowledge of the
          Vendor  is there  any basis  therefore,  and there are no  outstanding
          agreements or options to acquire or purchase the Claims or any portion
          thereof;

     (e)  The Vendor has the full right,  authority  and  capacity to enter into
          this Agreement without first obtaining the consent of any other person
          or body  corporate  and the  consummation  of the  transaction  herein
          contemplated  will not  conflict  with or result in any  breach of any
          covenants or agreements  contained in, or constitute a default  under,
          or result in the creation of any  encumbrance  under the provisions of
          any indenture,  agreement or other instrument  whatsoever to which the
          Vendor  is a party or by which he is bound or to which he is  subject;
          and

     (f)  No proceedings are pending for, and the Vendor is unaware of any basis
          for,  the  institution  of any  proceedings  which  could  lead to the
          placing of either Vendor in bankruptcy,  or in any position similar to
          bankruptcy.

1.2 The  representations  and  warranties of the Vendor set out in paragraph 1.1
above form a part of this Agreement and are conditions  upon which the Purchaser
has relied in entering into this Agreement and shall survive the  acquisition of
any interest in the Claims by the Purchaser.

2. THE PURCHASER'S REPRESENTATIONS

     The  Purchaser  warrants  and  represents  to the Vendor  that it is a body
corporate,  duly  incorporated  under the laws of the State of Nevada  with full
power and absolute  capacity to enter into this  Agreement and that the terms of
this Agreement have been authorized by all necessary corporate acts and deeds in
order to give effect to the terms hereof.

3. SALE OF CLAIMS

     The Vendor  hereby  sells,  grants  and  devises  to the  Purchaser  a 100%
undivided  right,  title  and  interest  in and  to the  Claims,  as  well  as a
geological  report  relating to the Claims,  in  consideration  of the Purchaser
paying $8,000 to the Vendor upon the closing of this Agreement.

4. CLOSING

     The sale  and  purchase  of the  interest  in the  Claims  shall be  closed
concurrently  with the  execution of this  Agreement on November 29, 2006 at the
offices  of the  Purchaser,  or such  other  place and time  acceptable  to both
parties.

                                       2
<PAGE>
5. FORCE MAJEURE

     If the  Purchaser  is  prevented  from or  delayed  in  complying  with any
provisions of this Agreement by reason of strikes,  labour  disputes,  lockouts,
labour  shortages,  power  shortages,  fires,  wars,  acts of God,  governmental
regulations  restricting normal operations or any other reason or reasons beyond
the  control of the  Purchaser,  the time  limited  for the  performance  of the
various  provisions  of this  Agreement  as set out above shall be extended by a
period of time equal in length to the period of such  prevention and delay,  and
the Purchaser, insofar as is possible, shall promptly give written notice to the
Vendor of the  particulars of the reasons for any prevention or delay under this
section,  and  shall  take all  reasonable  steps to  remove  the  cause of such
prevention or delay and shall give written  notice to the Vendor as soon as such
cause ceases to exist.

6. ENTIRE AGREEMENT

     This Agreement constitutes the entire agreement to date between the parties
hereto and supersedes  every  previous  agreement,  communication,  expectation,
negotiation,  representation or understanding,  whether oral or written, express
or implied,  statutory  or  otherwise,  between the parties  with respect to the
subject matter of this Agreement.

7. NOTICE

     7.1 Any notice required to be given under this Agreement shall be deemed to
be well and sufficiently given if delivered to the other party at its respective
address first noted above,  and any notice given as aforesaid shall be deemed to
have been given,  if  delivered,  when  delivered,  or if mailed,  on the fourth
business day after the date of mailing thereof.

     7.2  Either  party may from time to time by notice in  writing  change  its
address for the purpose of this paragraph.

8. RELATIONSHIP OF PARTIES

     Nothing   contained  in  this  Agreement   shall,   except  to  the  extent
specifically  authorized  hereunder,  be deemed  to  constitute  either  party a
partner, agent or legal representative of the other party.

9. FURTHER ASSURANCES

     The  parties  hereto  agree to do or  cause  to be done all acts or  things
necessary to implement and carry into effect the  provisions  and intent of this
Agreement.

10. TIME OF ESSENCE

     Time shall be of the essence of this Agreement.

11. TITLES

     The titles to the respective  sections hereof shall not be deemed a part of
this Agreement but shall be regarded as having been used for convenience only.

                                       3
<PAGE>
12. CURRENCY

     All funds  referred  to under the  terms of this  Agreement  shall be funds
designated in the lawful currency of the Canada.

13. NONSEVERABILITY

     This Agreement shall be considered and construed as a single instrument and
the failure to perform any of the terms and conditions in this  Agreement  shall
constitute a violation or breach of the entire instrument or Agreement and shall
constitute the basis for cancellation or termination.

14. APPLICABLE LAW

     The situs of the  Agreement is  Vancouver,  British  Columbia,  and for all
purposes  this  Agreement  will be governed  exclusively  by and  construed  and
enforced  in  accordance  with the laws  prevailing  in the  Province of British
Columbia.

15. ENUREMENT

     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 as of the day and year
first above written.

                                            GRAY CREEK MINING INC.

/s/ David Heyman                            /s/ Alan J. Cox
------------------------------              ------------------------------
David Heyman                                Alan J. Cox, President

                                       4
<PAGE>
                                  SCHEDULE "A"

The Claims  consist in the aggregate of three mineral  claims  located on Swakum
Mountain in the Nicola Mining Dvision, British Columbia with the following claim
numbers:

             Name of Claim               Tenure Number
             -------------               -------------

             Alameda                        521769
             Alameda 3                      544828
             New                            521767

                                       5