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






ASSET PURCHASE AGREEMENT 

THIS AGREEMENT dated the 4th
day of MAY, 2006. 

BETWEEN: 

JAMES LAIRD 

(the “Vendor”)

OF THE FIRST PART 

AND: 

MILLINGTON MINING
INC.

(the “Purchaser”)

OF THE SECOND PART

WHEREAS:

A.      The Vendor is the
registered and beneficial owner of various mineral claims (hereinafter the
“Claims”), collectively called MILLINGTON COPPER. The Claims of the
Vendor are more particularly described in Schedule “A” attached hereto and
forming part of this Agreement;

B.      The Vendor has agreed to
sell and the Purchaser has agreed to purchase all of the Claims of the Vendor in
accordance with the terms of this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the terms and covenants herein and other good and valuable
consideration, the receipt and sufficiency of which each party acknowledges, the
parties hereto agree as follows:

1.      PURCHASE AND SALE
OF ASSETS

1.1   Sale of Assets. Subject to the terms and
conditions of this Agreement, the Vendor hereby sells, assigns and transfers to
the Purchaser, and the Purchaser hereby purchases the Vendor’s Claims.

	1.2 	
      Purchase Price. The purchase price payable by the
      Purchaser to the Vendor for the Vendor’s Claims is USD $10,150 (the
      “Purchase Price”). If applicable, subject to a carried 3% Net
      Smelter Royalty as described in Appendix “A”.








	1.3 	
      Payment of the Purchase Price. The Purchase Price
      will be paid by the delivery of a cheque.



1.4    Delivery of Claims. The Vendor
delivers to the Purchaser, on execution hereof, all of the Claims
unconditionally and free and clear of all liens, charges, or encumbrances,
except where disclosed.

2.      COVENANTS
OF THE PARTIES

2.1    Covenants. The parties undertake
to keep the information with respect to this Agreement, the terms herein, and
any related, underlying or subsequent agreements (the “Information”)
confidential and not to directly or indirectly disclose the Information at any
time to any person or persons or use the Information for any purpose
whatsoever.

3.      REPRESENTATIONS
OF THE VENDOR

3.1    Representations. The Vendor
represents and warrants to the Purchaser as follows, with the intent that the
Purchaser will rely on the representations in entering into this Agreement, and
in concluding the purchase and sale contemplated by this Agreement:

	 	(a) 	
      Capacity to Sell. The Vendor is James Laird,
      having the power and capacity to own and dispose of the Claims, and to
      enter into this Agreement and carry out its terms to the full
    extent;

	 	 	 	 
	 	(b) 	
      Authority to Sell. The execution and delivery of
      this Agreement, and the completion of the transaction contemplated by this
      Agreement has been duly and validly authorized by all necessary corporate
      action on the part of the Vendor, and this Agreement constitutes a legal,
      valid and binding obligation of the Vendor enforceable against the Vendor
      in accordance with its terms except as may be limited by laws of general
      application affecting the rights of creditors;

	 	 	 	 
	 	(c) 	
      Sale Will Not Cause Default. Neither the execution
      and delivery of this Agreement, nor the completion of the purchase and
      sale contemplated by this Agreement will:

	 	 	 	 
	 		(i) 	
      violate any of the terms and provisions of the constating
      documents or bylaws or articles of the Vendor, or any order, decree,
      statute, bylaw, regulation, covenant, restriction applicable to the Vendor
      or the Claims;

	 	 	 	 
	 		(ii) 	
      give any person the right to terminate, cancel or
      otherwise deal with the Claims; or








	 		(iii) 	
      result in any fees, duties, taxes, assessments or other
      amounts relating to the Claims becoming due or payable other than tax
      payable by the Purchaser in connection with the purchase and
  sale;

	 	 	 	 
	 	(d) 	
      Encumbrances. The Vendor owns and possesses and
      has a good marketable title to the Claims free and clear of all legal
      claims, mortgages, liens, charges, pledges, security interest,
      encumbrances or other claims, except where as disclosed;

	 	 	 	 
	 	(e) 	
      Litigation. There is no litigation or
      administrative or governmental proceeding or inquiry pending or, to the
      knowledge of the Vendor, threatened against or relating to the Claims, nor
      does the Vendor know of or have reasonable grounds that there is any basis
      for any such action, proceeding or inquiry;

	 	 	 	 
	 	(f) 	
      No Defaults. Except as otherwise expressly
      disclosed in this Agreement there has not been any default in any
      obligation to be performed under any of the Claims, which are in good
      standing and in full force and appropriate effect; and

	 	 	 	 
	 	(g) 	
      Good Standing. Prior to closing this Agreement,
      the Vendor will maintain, as required, the Claims in good
  standing.



4.      COVENANTS
OF THE VENDOR

4.1   Procure Consents. The Vendor will
diligently and expeditiously take all reasonable steps requested by the
Purchaser to obtain all necessary consents to effect the transfer of the
Claims.

4.2   Covenant of Indemnity. The Vendor will
indemnify and hold harmless the Purchaser from and against:

	 	(a) 	
      any and all liabilities, whether accrued, absolute,
      contingent or otherwise, existing at closing and which are not agreed to
      be assumed by the Purchaser under this Agreement;

	 	 	 
	 	(b) 	
      any and all losses, claims, damages and costs incurred or
      suffered by the Purchaser arising out of the breach or inaccuracy of any
      representation or warranty of the Vendor contained in this Agreement;
      and

	 	 	 
	 	(c) 	
      any and all actions, suits, proceedings, demands,
      assessments, judgments, costs and legal and other expenses incident to any
      of the foregoing.








	4.3 	
      Execution of all necessary documents. The Vendor
      will execute all necessary documents including such assignments as the
      Purchaser may require to effect the transfer of all of the Claims,
      including but not limited to, internet contracts and internet
  names.



5.     
REPRESENTATIONS OF THE PURCHASER

5.1   Representations. The Purchaser
represents and warrants to the Vendor as follows, with the intent that the
Vendor will rely on these representations and warranties in entering into this
Agreement, and in concluding the purchase and sale contemplated by this
Agreement:

	 	(a) 	
      Status of Purchaser. The Purchaser is a
      corporation duly incorporated, validly existing and in good standing and
      has the power and capacity to enter into this Agreement and carry out its
      terms; and

	 	 	 
	 	(b) 	
      Authority to Purchase. The execution and delivery
      of this Agreement and the completion of the transaction contemplated by
      this Agreement has been duly and validly authorized by all necessary
      corporate action on the part of the Purchaser, and this Agreement
      constitutes a legal, valid and binding obligation of the Purchaser
      enforceable against the Purchaser in accordance with its terms except as
      limited by laws of general application affecting the rights of
      creditors.




	6. 	
      COVENANTS OF THE PURCHASER

	 	 
	6.1 	
      Consents. The Purchaser will at the request of the
      Vendor execute and deliver such applications for consent and such
      assumption agreements, and provide such information as may be necessary to
      obtain the consents referred to in paragraph 4.1 and will assist and
      cooperate with the Vendor in obtaining the consents.

	 	 
	6.2 	
      Execution of all necessary documents. The
      Purchaser will execute all necessary documents as the Vendor may require
      to effect the transfer of all of the Claims.

	 	 
	7. 	
      SURVIVAL OF REPRESENTATIONS AND
      COVENANTS



7.1   Vendor's Representations and Covenants.
All representations, covenants and agreements made by the Vendor in this
Agreement or under this Agreement will, unless otherwise expressly stated,
survive closing and any investigation at any time made by or on behalf of the
Purchaser will continue in full force and effect for the benefit of the
Purchaser.

7.2   Purchaser’s Representations and
Covenants. All representations, covenants and agreements made by the
Purchaser in this Agreement or under this Agreement will, unless otherwise
expressly stated, survive closing and any investigation at any time made 




by or on behalf of the Vendor and will continue in full force
and effect for the benefit of the Vendor.

8.      LIABILITIES
NOT ASSUMED

8.1   Liabilities Not Assumed. The Purchaser
will not assume any liabilities of the Vendor. The Purchaser will not be
responsible for any liability of the Vendor, past, present or future, relating
to the Claims, and the Vendor will indemnify and save harmless the Purchaser
from and against any such claim.

9.      CONDITIONS
PRECEDENT TO THE OBLIGATIONS OF THE PURCHASER

9.1   Conditions. All obligations of the
Purchaser under this Agreement are subject to the fulfillment of the following
conditions:

	 	(a) 	
      Vendor's Representations. The Vendor’s
      representations contained in this Agreement will be true.

	 	 	 
	 	(b) 	
      Vendor’s Covenants. The Vendor will have performed
      and complied with all agreements, covenants and conditions as required by
      this Agreement.

	 	 	 
	 	(c) 	
      Consents. The Purchaser will have received duly
      executed copies of the consents or approvals referred to in paragraph
      4.1.



9.2   Exclusive Benefit. The foregoing
conditions are for the exclusive benefit of the Purchaser and any such condition
may be waived in whole or in part by the Purchaser delivering to the Vendor a
written waiver to that effect signed by the Purchaser.

10.     CONDITIONS PRECEDENT
TO THE OBLIGATIONS OF THE VENDOR

10.1  Conditions. All obligations of the Vendor
under this Agreement are subject to the fulfillment of the following
conditions:

	 	(a) 	
      Purchaser's Representations. The Purchaser’s
      representations contained in this Agreement will be true.

	 	 	 
	 	(b) 	
      Purchaser’s Covenants. The Purchaser will have
      performed and complied with all covenants, agreements and conditions as
      required by this Agreement.

	 	 	 
	 	(c) 	 Consents of Third Parties. All consents or approvals
        required to be obtained by the Vendor for the purpose of selling, assigning
        or transferring the Claims have been obtained, provided that this condition
        may only be relied upon by the Vendor if the Vendor has diligently exercised
        its best efforts to procure all such consents or approvals and the Purchaser
        has not waived the need for all such consents or approvals.







10.2  Exclusive Benefit. The foregoing conditions
are for the exclusive benefit of the Vendor and any such condition may be waived
in whole or in part by the Vendor delivering to the Purchaser a written waiver
to that effect signed by the Vendor.

	11. 	
      GENERAL

	 	 
	11.1 	
      Governing Law. This Agreement and each of the
      documents contemplated by or delivered under or in connection with this
      Agreement are governed exclusively by, and are to be enforced, construed
      and interpreted exclusively in accordance with the laws of British
      Columbia which will be deemed to be the proper law of the
  Agreement.

	 	 
	11.2 	
      Professional Fees. Each of the parties will bear
      the fees and disbursements of their respective lawyers, advisers and
      consultants engaged by them respectively in connection with the
      transactions contemplated by this Agreement prior to the
closing.

	 	 
	11.3 	
      Assignment. No party will assign this Agreement,
      or any part of this Agreement, without the prior written consent of the
      other party. Any purported assignment without the required consent is not
      binding or enforceable against any party.

	 	 
	11.4 	
      Enurement. This Agreement enures to the benefit of
      and binds the parties and their respective successors and permitted
      assigns.

	 	 
	11.5 	
      Notice. All notices required or permitted to be
      given under this Agreement will be in writing and personally delivered to
      the address of the intended recipient set out on the first page of this
      Agreement or at such other address as may from time to time be notified by
      any of the parties in the manner provided in this Agreement.

	 	 
	11.6 	
      Further Assurances. The parties will execute and
      deliver all further documents and take all further action reasonably
      necessary or appropriate to give effect to the provisions and intent of
      this Agreement and to complete the transactions contemplated by this
      Agreement.

	 	 
	11.7 	
      Remedies Cumulative. The rights and remedies under
      this Agreement are cumulative and are in addition to and not in
      substitution for any other rights and remedies available at law or in
      equity or otherwise. Any party to this Agreement may terminate this
      Agreement if any other party is in breach of or defaults under any
      material term or condition of this Agreement or has made a material
      misrepresentation in this Agreement. No single or partial exercise by a
      party of








		
      any right or remedy precludes or otherwise affects the
      exercise of any other right or remedy to which that party may be
      entitled.

	 	 
	11.8 	
      Entire Agreement. This Agreement constitutes the
      entire agreement between the parties and there are no representations,
      express or implied, statutory or otherwise and no collateral agreements
      other than as expressly set out or referred to in this
Agreement.

	 	 
	11.9 	
      Headings. The division of this Agreement into
      sections and the insertion of headings are for convenience only and do not
      form part of this Agreement and will not be used to interpret, define or
      limit the scope, extent or intent of this Agreement.

	 	 
	11.10 	
      Severability. Each provision of this Agreement is
      severable. If any provision of this Agreement is or becomes illegal,
      invalid or unenforceable, the illegality, invalidity or unenforceability
      of that provision will not affect the legality, validity or enforceability
      of the remaining provisions of this Agreement.

	 	 
	11.11 	
      Schedules. The Schedules attached hereto form an
      integral part of this Agreement.

	 	 
	11.12 	
      Time of the Essence. Time will be of the essence
      of this Agreement.

	 	 
	11.13 	
      Counterparts. This Agreement and all documents
      contemplated by or delivered in connection with this Agreement may be
      executed and delivered by facsimile or original and in any number of
      counterparts, and each executed counterpart will be considered to be an
      original. All executed counterparts taken together will constitute one
      agreement.



IN WITNESS WHEREOF the parties have duly executed this
Agreement by their duly authorized officers effective the first day and year
written above.

VENDOR: JAMES LAIRD

per:    /s/ James Laird

         
-------------------------
         
JAMES LAIRD

PURCHASER: MILLINGTON MINING INC.

per:    /s/ Greg
Thomson 
         
-------------------------
         
GREG THOMSON




SCHEDULE “A”

THIS IS SCHEDULE “A” to the Asset
Purchase Agreement.