This Agreement made _________[date].

Between: _________,

a company duly incorporated pursuant to the laws of the Province of British Columbia, and having its registered and records offices at _________, in the Province of British Columbia, (called "A" below)

of the First Part

And: _________,

a company duly incorporated pursuant to the laws of the Province of British Columbia, and having its registered and records offices at _________, in the Province of British Columbia, (called "B" below)

of the Second Part

Recitals:

A. Pursuant to the terms of a certain settlement agreement (the "Settlement Agreement") made _________[date], (attached to this Agreement as Schedule "A") between The Estate of _________, of the first part, A of the second part, and _________, _________, and _________, all of the third part, it was agreed inter alia, that A remain the registered owner of certain mineral claims located in the _________ Mining District of _________ County in the State of _________, United States of America, as more particularly described in Schedule "B" attached to this Agreement (the "Mineral Claims");

B. B is desirous of acquiring the transfer of title to the Mineral Claims, water rights associated with them and all rights appurtenant to them from A and A has agreed to assign to B all of its right, title and interest in and to the Settlement Agreement and to the Mineral Claims.

Therefore this Agreement witnesses that in consideration of these premises, and the covenants and agreements contained in it, the parties covenant and agree as follows:

(a) It is a corporation duly incorporated pursuant to the laws of the Province of British Columbia and validly exists and has continually existed since its incorporation as a corporation in good standing pursuant to the laws of the Province of British Columbia;

(b) The Mineral Claims, and each mineral claim comprising the Mineral Claims, are free and clear of all liens, encumbrances and charges;

(c) The Mineral Claims, and each mineral comprising the Mineral Claims, are valid and subsisting mineral claims in good standing and properly located in accordance with the laws of the State of _________ and federal laws of the United States of America, with all assessments due them having been properly paid and recorded;

(d) A is now, and at the time of transfer of the Mineral Claims to B will be, the recorded holder and the beneficial owner of the Mineral Claims and water rights associated with them;

(e) There are no adverse claims or challenges against, or to the ownership of, or title to, the Mineral Claims, or any portion of them, nor to the knowledge of A, is there any basis for them, and there are no outstanding agreements or options to acquire or purchase the Mineral Claims, or any portion of them, and no person has any royalty or other interest whatsoever in production from the Mineral Claims or any portion of it;

(f) There is no dispute, litigation or governmental proceeding threatened, pending or current with respect to the Mineral Claims or any portion of them;

(g) A has the corporate power to own the Mineral Claims;

(h) A has done all things necessary, including any and all shareholder's and directors resolutions, to validly enter into and authorize the execution of this Agreement;

(i) The Mineral Claims and its interest in and to the Settlement Agreement do not represent all, or substantially all, of the undertaking of A; and

(j) The Settlement Agreement is in good standing, and remains in full force and effect, unamended, and there have been no breaches or omissions of the terms and conditions contained in it.

(a) It is a corporation duly incorporated pursuant to the laws of the Province of British Columbia and validly exists as a corporation in good standing pursuant to the laws of the Province of British Columbia;

(b) During the currency of this Agreement B and its subsidiary will carry out any operations on the Mineral Claims in a good and miner-like manner and in accordance with recognized engineering practices and in full accordance with the applicable laws of the State of _________ as are from time to time in effect; and

(c) That in respect of work carried out on the Mineral Claims by B and its subsidiary during the currency of this Agreement, that B will properly pay all accounts of every nature and kind for wages, supplies, worker's compensation assessments, income tax deductions and all accounts and indebtedness incurred by B and its subsidiary on the Mineral Claims, provided always that B shall have the right to contest the validity of such claim or lien.

(a) Following the execution of this Agreement by the parties to and subject to B first obtaining approval to this Agreement by the _________ Stock Exchange, B shall issue to A, as fully paid and nonassessable, _________ common shares in the capital stock of B;

(b) A further _________ common shares in the capital stock of B shall be issued to A as fully paid and nonassessable, provided that there shall first be performed on the Mineral Claims exploration and development work in the amount of $_____, and a qualified engineer has recommended in writing a further program of exploration for the Mineral Claims;

(c) A further _________ common shares in the capital stock of B shall be issued to A as fully paid and nonassessable, provided that exploration and development work in the amount of a further $_____ has been completed, and a qualified engineer has recommended in writing a further program of exploration for the Mineral Claims, and such written recommendation has been approved by the _________ Stock Exchange;

(d) A further _________ common shares in the capital stock of B shall be issued to A as fully paid and nonassessable, provided that an exploration and development program in the amount of a further $_____ has first been completed, and a qualified engineer has recommended in writing a further program of exploration for the Mineral Claims, or has recommended putting the Mineral Claims into production, and such written recommendation has been approved by the _________ Stock Exchange.

(a) Enter on them;

(b) Have exclusive and quiet possession of them;

(c) Do such prospecting, exploration, development and/or other mining work on and under them as B in its sole discretion may determine advisable;

(d) Bring upon and erect upon the Mineral Claims such buildings, plant, machinery and equipment as B may deem advisable;

(e) Remove from them and dispose of reasonable quantities of ores, minerals and metals for the purposes of obtaining assays or making other tests; and

(f) Be responsible for the operation and management of all activities on or in respect to the Mineral Claims.

(a) Upon the expiration of 60 days after service of a notice in writing by A on B of a breach of any condition or covenant contained in this Agreement on the part of B to be observed or performed, if such breach has not been remedied before that;

(b) Upon the expiration of 10 days after B has given notice in writing to A of the termination of this Agreement; or

(c) On _________[date], if shareholder and regulatory approval as specified in paragraph 4(a) of this Agreement has not then been obtained in respect of this Agreement (as may be amended from time to time).

If such notice is sent by telex, telegram or is delivered, it shall be deemed to have been given at the time of delivery; if such notice is sent by mail, it shall be deemed to have been received five days following the date of its mailing. In the event of a mail strike or disruption at or prior to the time a notice is deemed to have been received, such notice shall be delivered, or sent by telex or telegram.

10. Each of the parties to this Agreement agrees to execute such further documents and to make such additional assurances and to do such further and other acts as may be necessary to carry out the true intent and meaning of this Agreement, fully and effectually, including, but not limited to any undertakings, notices, affirmations, disclosure statements and assurances as may be required by the Vancouver Stock Exchange and/or Superintendent of Brokers for British Columbia.

11. If B is unable to fulfill any obligation hereunder by reason of any act of God, weather condition, strike, lockout or other industrial disturbance, act of the public enemy, war, blockade, public riot, lightning, fire, storm, explosion, defect in title to any part(s) of the Mineral Claims or any other cause whether of the kind specifically enumerated above or otherwise, within the control of B, the time for performance on observing such obligation shall be extended by a period of time equivalent to the period of time that B has been so prevented from observing or performing such obligation, provided that lack of funds shall not be deemed a cause not reasonably within the control of B.

12. This Agreement and all duties, obligations, terms and conditions contained in it are subject to the approval of the shareholders of B in general meeting and the appropriate regulatory authorities in and for British Columbia and the parties to this Agreement agree to abide by any amendments to this Agreement as such regulatory authorities may dictate (including, but not limited to, amendments concerning the issuance of the Shares in this Agreement to A) as a condition to giving their approval to this Agreement provided always that no such amendment shall result in a requirement that the issuance of the Shares to A be other than as provided for on paragraph 4(a) of this Agreement.

13. In the event of any consolidation or change of the capital of B into a lesser number of common shares the number of shares to be delivered by B after that, pursuant to paragraph 4 of this Agreement, shall be reduced to such number of shares as would have resulted from the consolidation or change as if such shares had been delivered prior to the date of that consolidation or change.

14. In the event of any subdivision, redivision, or change in the capital of A into a greater number of common shares the number of shares to be delivered by A after that, pursuant to paragraph 4 of this Agreement, shall be increased (without any additional consideration for them) by such number of additional shares as would have resulted from that subdivision, redivision or change as if such shares had been delivered prior to the date of that subdivision, redivision or change.

15. Wherever the singular and the masculine are used throughout this Agreement, the same shall be construed as meaning the plural or feminine or a body corporate where the context so requires or the parties to this agreement.

16. This Agreement shall ensure to the benefit of and be binding upon the respective parties to it, their heirs, successors and assigns.

17. This Agreement may be executed in one or more counterparts which, when so executed, shall be read together and construed as one Agreement.

18. This Agreement and terms and conditions contained in this Agreement shall be construed and interpreted in accordance with the laws of the Province of British Columbia.

19. All the terms, covenants and conditions of the agreement between A and B are embodied in this Agreement, and all rights and liabilities arising by virtue of any and all statements or agreements (whether oral or written) previously made or entered into with respect to the Mineral Claims are superceded by this Agreement.

20. Time shall be of the essence of this Agreement.

In Witness of which the parties have unto this Agreement affixed their respective corporate seals as at the day and year first above written.

[Signatures]

[Schedules A and B omitted]