McMillan Binch Mendelsohn LLP

Exhibit 10.10

This Agreement is made as of April 27, 2006, between

and

A. The Vendor is the registered and beneficial owner of a 100% undivided interest in all of the properties legally described in Schedule "A" attached hereto (the "Portfolio").

B. In exchange for financial and technical assistance to be provided by the Purchaser to the Vendor, the Purchaser wishes to acquire up to a seventy percent (70%) undivided interest in properties of its choice from the Portfolio, in accordance with the terms of this Agreement.

FOR VALUE RECEIVED, the parties agree as follows:

In this Agreement:

"Agreement" means this agreement including any recitals and schedules to this agreement, as amended, supplemented or restated from time to time;

"Aggregate Expenditure" means the aggregate amount of Expenditure spent from time to time by the Purchaser during the Term and Renewal Term, if applicable on one or more properties in the Portfolio (including any and all Removed Properties);

"Arbitrator" has the meaning given to it in Section 12.3.

"Applicable Law" means, with respect to any Person, property, transaction, event or other matter, (i) any constitution, treaty, law, statute, regulation, code, ordinance, principle of common law, rule, municipal by-law, order or other requirement (including a requirement arising at common law) having the force of law, or (ii) any published policy statements of securities regulators, whether or not having the force of law, relating or applicable to such Person, property, transaction, event or other matter;

"Business Day" means any day on which banks are open for business in the City of Vancouver, British Columbia, but does not include a Saturday, Sunday or holiday in the Province of British Columbia;

"Business" means the business of a mining, exploration and development company as now conducted by the Vendor.

"Confidential Information" has the meaning given to it in Section 13.1.

"Dispute Period" has the meaning given to it in Section 3.3.

"Dispute Notice" has the meaning given to it in Section 3.3.

"Effective Date" means the date that the first five (5) properties have been added to the Portfolio in accordance with Section 3.1.

"Encumbrance" means any charge, mortgage, lien, pledge, claim, restriction, security interest or other encumbrance whether created or arising by agreement, statute or otherwise at law, attaching to property, interests or rights and shall be construed in the widest possible terms and principles known under the law applicable to such property, interests or rights and whether or not they constitute specific or floating charges as those terms are understood under the laws of the Province of British Columbia.

"Expenditure" means all Initial Technical Assessment expenses, and other obligations and liabilities of whatever kind or nature spent or incurred directly or indirectly in connection with the exploration and development of any of the properties forming part of the Portfolio at any time during the Term, including, an overhead charge equal to fifteen percent (15%) of all Expenditures. For the purposes of the foregoing, Expenditures shall include, without limiting the generality of the foregoing: insurance premiums, moneys expended in maintaining properties in good standing, moneys expended in doing and filing assessment work, expenses paid for or incurred in connection with any Initial Technical Assessment and submissions to government agencies with respect to production permits, in paying the fees and travelling ex penses of all outside Persons engaged in work with respect to and for the benefit of the properties in the Portfolio.

"Expenditure Update" has the meaning given to it in Section 7.1(1).

"Governmental Authority" means any domestic or foreign government, including any federal, provincial, state, territorial or municipal government, and any government agency, tribunal, commission or other authority exercising or purporting to exercise executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, government.

"Initial Technical Assessment" means a study conducted by the Purchaser of a property in the Portfolio and is comprised at a minimum of: (i) an on-sight inspection of the property in the Portfolio; (ii) Expenditure of $5,000; and (iii) a written report containing recommendations to the Vendor based on the Expenditures and inspection.

"Notice" means any notice, approval, demand, direction, consent, designation, request, document, instrument, certificate or other communication required or permitted to be given under this Agreement.

"Notice of Arbitration" has the meaning given to it in Section 12.3.

"Option Agreement" has the meaning given to it in Section 3.2(1)(b).

"Optioned Property" has the meaning given to it in Section 5.1(1).

"Optioned Property Notice" has the meaning given to it in Section 5.1(1).

"Options" has the meaning given to it in Section 5.1(1).

"Party" or "Parties" means Douglas Lake and/or Canaco and/or any successors or permitted assignees.

"Penalty Payment" has the meaning given to it in Section 8(1).

"Penalty Property" has the meaning given to it in Section 8(1).

"Person" means any natural person, sole proprietorship, partnership, corporation, trust, joint venture, any Governmental Authority or any incorporated or unincorporated entity or association of any nature.

"Portfolio" means all of the properties legally described in Schedule A attached hereto as the same may be updated from time to time in accordance with this Agreement. This definition of Portfolio includes all Minerals in the Portfolio and all surface rights, including real and personal property, all easements, water and water rights associated with or attributable thereto.

"Price" has the meaning given to it in Section 4.

"Removed Property" has the meaning given to it in Section 3.2(1).

"Renewal Term" has the meaning given to it in Section 11.1.

"Term" has the meaning given to it in Section 2.

"Updated Portfolio" has the meaning given to it in Section 3.3.

The division of this Agreement into sections, the insertion of headings and the provision of a table of contents are for convenience of reference only and are not to affect the construction or interpretation of this Agreement.

Unless otherwise specified, words importing the singular include the plural and vice versa and words importing gender include all genders.

Unless otherwise terminated pursuant to Section 11.2 or by agreement of the parties, this Agreement shall be for a term of two (2) years (the "Term") from the Effective Date.

(1) During the Term, the Vendor shall submit all properties in Tanzania that it acquires an undivided 100% legal and beneficial interest in and to, to the Purchaser and, subject to Section 3.1(2), such property shall immediately form part of the Portfolio, subject to any pre-existing Prospector's Mining Licenses that exist on such property, provided that the Vendor gives the Purchaser prior written Notice detailing same.

(2) Notwithstanding anything contained herein, no property shall be included in the Portfolio until the Vendor's title to the property is established, in the sole and absolute discretion of the Purchaser, acting reasonably, and all permits, licenses and regulatory approvals and consents required to conduct work on the property have been obtained. Upon its acquisition of each property in Tanzania, the Vendor shall provide Notice thereof to the Purchaser, which shall include the following:

(3) Upon the addition of a property to the Portfolio, all rights of the Purchaser in and to the Portfolio shall automatically extend to such additional property without any further action or payment required by the Purchaser.

(1) A property shall be removed (a "Removed Property") from the Portfolio upon the following:

(2) A Removed Property may not be added back to the Portfolio Properties by the Vendor, without the prior written approval of the Purchaser, which may be arbitrarily withheld.

(3) Notwithstanding anything contained herein, Expenditures with respect to a Removed Property, including, without limiting the generality of the foregoing, any Expenditure incurred in respect of a Removed Property which becomes the subject of an Option Agreement, will remain included in the Aggregate Expenditure.

(4) If a property becomes a Removed Property pursuant to Section 3.2(1), the Purchaser shall forthwith deliver to the Vendor all data and factual information, if any, generated by the Purchaser through its Initial Technical Assessment, if any, in connection with the Removed Property.

On the last day of every quarter, the Purchaser shall provide Notice to the Vendor of the properties comprising the Portfolio (the "Updated Portfolio"). Upon receipt of the Notice, the Vendor shall have ten (10) Business Days ("Dispute Period") to dispute the information contained therein. If the Vendor confirms the Updated Portfolio or does not notify the Purchaser of a dispute within the Dispute Period, the Purchaser shall replace Schedule "A" attached hereto with the Updated Portfolio. If the Vendor disagrees with the information contained in the Updated Portfolio the Vendor shall provide Notice (the "Dispute Notice") thereof to the Purchaser within the Dispute Period, indicating the properties that the Vendor considers should be or should not be included in the Updated Portfolio. The Vendor and the Purchaser, each acting reasonably, shall have ten (10) Business Days from the date of the Purchaser's receipt of the Dispute Notice to agree upon an Updated Portfolio. If the V endor and Purchaser are unable to agree upon an Updated Portfolio within such time, the dispute will be resolved in accordance with Section 12.

The aggregate consideration for the rights and benefits contemplated by this Agreement shall be the sum of $350,000 (the "Price"), payable on the Effective Date by certified cheque, bank draft or wire transfer from the Purchaser to the Vendor or as the Vendor shall direct.

The Vendor agrees that under each Option Agreement entered into pursuant to Section 5.2, the Price may be allocated, at the sole and absolute discretion of the Purchaser and in any amount up to the Price, to cash consideration payments required under an Option Agreement for an Optioned Property, with the exception of the cash payment made at the Effective Date of the Option Agreement. For greater certainty, any amount of the Price allocated to the cash consideration under an Option Agreement pursuant to this Section 4.2 may not be allocated to the cash consideration under another Option Agreement for a different Optioned Property.

(1) From and including the Effective Date, the Purchaser shall have a continuous right during the Term or Renewal Term to exercise one (1) or more exclusive options (collectively, the "Options") to acquire up to a seventy percent (70%) undivided interest in and to one or more properties in the Portfolio (each property, an "Optioned Property"), provided that the Purchaser has, with respect to each Optioned Property has provided Notice thereof, in the form attached as Schedule "C" hereto (the "Optioned Property Notice") to the Vendor.

(2) For greater certainty, the exercise by the Purchaser of an option pursuant to Section 5.1(1) shall not limit the Purchaser from exercising additional Options with respect to any property or properties in the Portfolio during the Term or Renewal Term.

The Purchaser and the Vendor shall enter into an Option Agreement for each Optioned Property substantially in the form attached as Schedule B hereto within ten (10) Business Days of the Purchaser delivering the applicable Optioned Property Notice to the Vendor.

The Purchaser shall conduct an Initial Technical Assessment on each property in the Portfolio. Following the completion of an Initial Technical Assessment on a property in the Portfolio, the Purchaser shall elect to either:

(1) Other than the Expenditure to conduct an Initial Technical Assessment on each property in the Portfolio pursuant to Section 6, the Purchaser has no obligation to incur any Expenditures on any property in the Portfolio. Notwithstanding the foregoing, the Purchaser may, in its sole and absolute discretion, incur additional Expenditures on any property in the Portfolio, but the total Aggregate Expenditure shall not exceed $2,000,000.

(2) The amount of Aggregate Expenditure by the Purchaser shall be updated (the "Expenditure Update") quarterly by the Purchaser providing Notice thereof to the Vendor.

(3) The Vendor agrees that under each Option Agreement entered into pursuant to Section 5.2, Expenditures made pursuant to this Agreement may be allocated, at the sole and absolute discretion of the Purchaser and in any amount up to the Aggregate Expenditure, to expenditure under an Option Agreement for an Optioned Property. For greater certainty, any Expenditure allocated to expenditure under an Option Agreement for an Optioned Property pursuant to this Section 7.1 may not be allocated to another Option Agreement for a different Optioned Property.

(4) Notwithstanding anything contained herein, the Aggregate Expenditure shall include, without limiting the generality of the foregoing, all Expenditure allocated pursuant to Section 7.1.

The Vendor, upon notice in writing to the Purchaser, shall have the right to audit the Purchaser's accounts and records maintained for the Expenditure for any calendar year within the three (3) month period next following the end of such calendar year using external independent accountants or its own staff. Any discrepancies disclosed by such audit shall be made in writing to the Purchaser within the said three (3) month period. Within one (1) month after the date of claim the Purchaser shall reply in writing to the Vendor detailing the grounds and the reasons for the disclosed discrepancies. If the Vendor is not satisfied with the Purchaser's reply, the matter shall be resolved in accordance with Section 12. The cost of any audits pursuant to this Section 7.2 shall be borne by the Vendor.

(1) While this Agreement is in force, the Vendor agrees that the Purchaser, its servants, employees, representatives and contractors, shall have the right to enter in, under or upon the properties in the Portfolio to carry out an Initial Technical Assessment and to bring upon the properties in the Portfolio such machinery, tools and equipment (including, without limitation, drilling equipment) as the Purchaser considers necessary to carry out an Initial Technical Assessment. The Purchaser may remove from the Portfolio for the purpose of assaying or testing and to dispose of ores, any minerals or metals.

(2) The Purchaser shall, for a period of one hundred eighty (180) days after the date that this Agreement is terminated, have the right to enter upon any property in the Portfolio and to remove therefrom all equipment, appliances, tools, machinery, mining plant and/or buildings brought or erected upon such property by the Purchaser or any of its servants, employees, representatives or contractors, and if any of the same are not so removed such equipment, appliances, tools, machinery, mining plant and/or buildings shall become the property of the Vendor without payment of any consideration therefore.

(3) The Purchaser shall, for a period of one hundred eighty (180) days after a property becomes a Removed Property in accordance with Section 3.2 of this Agreement, have the right to enter upon the Removed Property and to remove therefrom all equipment, appliances, tools, machinery, mining plant and/or buildings brought or erected upon the Removed Property by the Purchaser or any of its servants, employees, representatives or contractors, and if any of the same are not so removed such equipment, appliances, tools, machinery, mining plant and/or buildings shall become the property of the Vendor without payment of any consideration therefore.

(1) If the Purchaser has not incurred Expenditure on a property in the Portfolio within six (6) months from the date such property was added to the Portfolio in accordance with Section 3.1, the Purchaser shall pay to the Vendor the sum of $25,000 (a "Penalty Payment") on or before the last day in such successive six (6) month period. Notwithstanding anything contained in this Agreement, any property for which the Purchaser has made a Penalty Payment (a "Penalty Property") shall, at the sole option of the Purchaser, either:

(2) Notwithstanding anything contained in this Agreement, if the Purchaser has not completed an Initial Technical Assessment on a Penalty Property within six (6) months from the date that the Penalty Payment was due and owing to the Vendor, the Penalty Property shall automatically be removed from the Portfolio in accordance with Section 3.2(1), without any right of the Purchaser to make a payment pursuant to this Section 8 and have the Penalty Property remain in the Portfolio.

The Vendor represents and warrants to the Purchaser as stated below and acknowledges that the Purchaser is relying on the accuracy of each such representation and warranty in entering into this Agreement and completing the transaction herein. The Vendor agrees to provide a certificate of an Officer of the Vendor certifying that the representations and warranties contained below are true and accurate with the same effect as if made on the date of this Agreement with each Notice submitting a property to the Portfolio pursuant to Section 3.1(1).

(1) Status and Capacity of Vendor. The Vendor has been duly incorporated and organized, is a subsisting corporation under the laws of Nevada, United States and has the corporate power and capacity to execute and deliver this Agreement and otherwise perform its obligations under this Agreement.

(2) Authorization of Purchase. The execution and delivery of this Agreement and the transactions contemplated hereunder have been duly and validly authorized by the Vendor and, if applicable, by its shareholders and no other corporate proceedings or approvals on the part of the Vendor or its shareholders are necessary to authorize this Agreement.

(3) Enforceability. This Agreement has been duly and validly executed and delivered by the Vendor and is a valid and legally binding obligation of the Vendor enforceable against the Vendor in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency and other laws affecting creditors' rights generally and to general principles of equity.

(4) Residence. The Vendor is not a non-resident of Canada within the meaning of the Income Tax Act (Canada).

(5) Licences and Permits. The Vendor holds all licences, permits and authorizations requisite for, and has complied with all Applicable Laws applicable to the Portfolio Properties.

(1) Properties. Schedule "A" lists all the properties included in the Portfolio Properties as of the date of this Agreement and sets forth the legal description thereof.

(2) Legal Title.

(3) Environmental Matters.

(4) Work Orders and Deficiencies. There are no outstanding work orders, non-compliance orders, deficiency notices or other such notices relative to the Portfolio Properties or the Business which have been issued by any police or fire department, sanitation, environment, labour, health or other Governmental Authorities. There are no matters under discussion with any such department or authority relating to work orders, non-compliance orders, deficiency notices or other such notices. The Business is not being operated in a manner which is in contravention of any statute, regulation, rule, code, standard, policy or other Applicable Law.

(1) Compliance with Constating Documents, Agreements and Laws. The execution, delivery and performance of this Agreement and each of the other agreements contemplated or referred to herein by the Vendor, and the transactions contemplated by this Agreement, will not constitute or result in a violation or breach of or default under, or cause the acceleration of any obligations of the Vendor under:

(2) Litigation. There are no actions, suits, investigations or proceedings before any court, arbitrator, administrative agency or other tribunal or governmental authority, whether current, pending or threatened, which directly or indirectly relate to or affect the Portfolio Properties (including ownership and existing or past uses thereof and the compliance with Applicable Law), nor is the Vendor aware of any facts which would lead the Vendor to suspect that the same might be initiated or threatened.

The Purchaser represents and warrants to the Vendor as stated below and acknowledges that the Vendor is relying on the accuracy of each such representation and warranty in entering into this Agreement.

The Purchaser is a subsisting corporation under the laws of British Columbia and has full corporate power and authority to execute and deliver this Agreement.

The execution and delivery of this Agreement and the transactions contemplated hereunder have been duly and validly authorized by the Purchaser and no other corporate proceedings on the part of the Purchaser are necessary to authorize this Agreement.

This Agreement has been duly and validly executed and delivered by the Purchaser and is a valid and legally binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency and other laws affecting creditors' rights generally and to general principles of equity.

The Purchaser shall have the right to renew the Term for one (1) further period of two (2) years (the "Renewal Term"), by providing Notice thereof to the Vendor at least sixty (60) days prior the end of the Term, subject to the following terms and conditions:

(1) From the Effective Date, the Vendor may terminate this Agreement at any time by delivering Notice to the Purchaser, if the Purchaser shall not have incurred any Expenditures on any of the property in the Portfolio for a period of six (6) successive months and this termination shall be the sole remedy of the Vendor.

(2) The Purchaser may terminate this Agreement at any time in its sole and absolute discretion by providing thirty (30) days Notice to the Vendor.

Subject to and in accordance with the provisions of this Section, any and all differences, disputes, claims or controversies arising out of or in any way connected with this Agreement, whether arising before or after the expiration or termination of this Agreement, and including without limitation, its negotiation, execution, delivery, enforceability, performance, breach, discharge, interpretation and construction, existence, validity and any damages resulting therefrom or the rights, privileges, duties and obligations of the parties under or in relation to this Agreement (including any dispute as to whether an issue is arbitrable) shall be referred to arbitration under the Commercial Arbitration Act (British Columbia), as amended, or any successor legislation in effect at the time of the arbitration.

The laws of the Province of British Columbia shall be applicable in regards to all questions of governance and interpretation of this Agreement, as well as all matters in any way relating to the arbitration(s) applicable hereunder.

A party desiring arbitration hereunder shall give written notice of arbitration to the other party containing a concise description of the matter submitted for arbitration ("Notice of Arbitration"). Within ten (10) days after a party gives a Notice of Arbitration, the parties shall jointly appoint a single arbitrator (the "Arbitrator"). If the parties fail to appoint an Arbitrator within such time, an Arbitrator shall be designated by a judge of the British Columbia Supreme Court upon application by either party.

The Arbitrator may determine: all questions of law, fact and jurisdiction with respect to the dispute or the arbitration (including questions as to whether a dispute is arbitrable) and all matters of procedure relating to the arbitration. The Arbitrator may grant legal and equitable relief (including injunctive relief), award costs (including legal fees and the costs of the arbitration), and award interest and, without limiting the generality of the foregoing or the Arbitrator's jurisdiction at law, may:

Within twenty (20) days of the appointment of the Arbitrator, the parties shall either agree on the procedure to be followed for the arbitration or the Arbitrator shall determine the appropriate procedure, in accordance with the principles of natural justice, to be followed. It is agreed that the arbitration and all matters arising directly or indirectly (including all documents exchanged, the evidence and the award) shall be kept strictly confidential by the parties and shall not be disclosed to any third party except as may be compelled by law.

No later than twenty (20) Business Days after hearing the representations and evidence of the parties, the Arbitrator shall make his or her determination in writing and deliver one copy to each of the parties. The decision of the Arbitrator shall be final and binding upon the parties in respect of all matters relating to the arbitration, the conduct of the parties during the proceedings, and the final determination of the issues in the arbitration.

There shall be no appeal from the determination of the Arbitrator to any court. Judgment upon any award rendered by the Arbitrator may be entered in any court having jurisdiction thereof.

The costs of any arbitration hereunder shall be borne by the parties in the manner specified by the Arbitrator in his or her determination.

Submission to arbitration under this Section is intended by the parties to preclude any action in matters, which may be arbitrated hereunder, save and except for enforcement of any arbitral award hereunder.

(1) The parties shall keep confidential all information, documentation, reports, including without limitation all Initial Technical Assessments, and records obtained from each other with respect to the Portfolio or in connection with this Agreement, as well as any information arising out of the Vendor's access to the Purchaser's records during any audit conducted pursuant to Section 7.2 (collectively, "Confidential Information"). Neither party shall use any Confidential Information for any purposes not related to the Strategic Alliance Agreement, an Option Agreement or any joint venture entered into between the parties, or in any way detrimental to the other party. Nothing herein contained shall restrict or prohibit the parties from disclosing the Confidential Information to their respective consultants, agents, bankers, lenders, advisors and solicitors as long as such parties agree to keep such Confidential Information confidential. The Confidential Information referred to in this Section shall not include:

(2) If the either party is required or requested by legal process to disclose any Confidential Information, such party will provide the other party with prompt notice of such requirement or request so that the other party may seek an appropriate protective order or waive compliance with the provisions of this requirement or both. If either party is compelled to disclose Confidential Information to any court or tribunal or else stand liable for contempt or suffer other censures or penalty, such party may disclose same without liability hereunder provided that it shall give the other party advance written notice of the information to be disclosed and, at the request of the other party, shall seek to obtain assurances that such information will be accorded confidential treatment.

(3) The Vendor and Purchaser each agree that prior to making any press release concerning the transactions contemplated herein, each of them shall consult with the other and obtain the other's written approval with respect to such press release, which approval shall not be unreasonably or arbitrarily withheld or delayed, it being acknowledged that it is intended that no press release will be made until after the completion of Closing, unless required by law or any applicable stock exchange.

The Vendor party may not assign its rights or obligations under this Agreement without the prior written consent of the Purchaser, which consent may not be unreasonably withheld or delayed. This Agreement enures to the benefit of and binds the parties and their respective successors and permitted assigns.

This Agreement may be executed and delivered in any number of counterparts, each of which when executed and delivered is an original but all of which taken together constitute one and the same instrument.

Any party may deliver an executed copy of this Agreement by fax but that party shall immediately deliver to the other parties an originally executed copy of this Agreement.

This Agreement and all documents contemplated by or delivered under or in connection with this Agreement, constitute the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, negotiations, discussions, undertakings, representations, warranties and understandings, whether written or verbal.

Each party shall from time to time promptly execute and deliver all further documents and take all further action reasonably necessary to give effect to the provisions of this Agreement and to complete the transactions contemplated by this Agreement.

This Agreement and each of the documents contemplated by or delivered under or in connection with this Agreement are governed by, and are to be construed and interpreted in accordance with, the laws of the Province of British Columbia and the laws of Canada applicable in the Province of British Columbia.

Unless otherwise specified, each Notice to a party must be given in writing and delivered personally or by courier, sent by prepaid registered mail or transmitted by fax to the party as follows:

If to Vendor

or to any other address, fax number or Person that the party designates. Any Notice:

Amounts to be paid or calculated under this Agreement are to be paid or calculated in United States Dollars.

If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of that provision will not affect:

For every provision of this Agreement, time is of the essence.

The parties have executed this Agreement.

Made as of l , 200l

Between

and

McMillan Binch Mendelsohn LLP

TABLE OF CONTENTS

This Agreement is made as of the l day of l , 200l , between

DOUGLAS LAKE MINERALS INC., a corporation organized under the laws of l

(herein called "Douglas Lake")

and

CANACO RESOURCES INC., a corporation organized under the laws of the Province of [British Columbia]

(herein called "Canaco")

A. Douglas Lake is the registered and beneficial owner of a 100% undivided interest in the property legally described as the "Property" in Schedule A annexed hereto.

B. Douglas Lake has agreed to grant an option to Canaco to acquire up to a 70% interest in the Property on the terms and conditions set out herein.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants expressed herein the Parties agree as follows:

(1) Douglas Lake represents and warrants to Canaco that on the date hereof and on the Effective Date:

(2) Each Party represents and warrants to the other that at the date of execution of this Agreement:

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

Douglas Lake hereby grants to Canaco the exclusive and irrevocable right and option of acquiring up to a 70% undivided interest in and to the Property (the "Option") free and clear of all Encumbrances and all royalties, profit interests or other payments in the nature of a rent or royalty or other interests of whatsoever nature or kind, subject to the provisions of this Agreement.

In consideration of the granting of the Option, following receipt by Canaco of all required regulatory and other approvals and consents by Canaco to the entering into of this Agreement the following payments shall be made:

In order to maintain in force the rights granted to it hereunder and to maintain in force the Option, Canaco must incur an additional aggregate of $2,000,000 of Expenditures on or before the end of the second anniversary of the Effective Date, as follows:

The right of Canaco to exercise the Option or the portion thereof which has not been previously exercised, as applicable, shall become null and void and the Option held by Canaco shall terminate if:

On the termination of the Option Period in accordance with Section 2.4:

The provisions of Sections 4, 8, 9 and 10 and Section 2.7 (if applicable) shall survive the termination of the Option Period.

If Canaco incurs the Expenditures during the Option Period in the manner described in Section 2.4, then Canaco shall earn a 70% interest in the Property which interest shall automatically and immediately vest in Canaco without any further act by any Party. [Note to draft: Is there partial earn-in if only part of Section 2.2. is achieved?]

Douglas Lake shall hold title to the Property in its own name in trust for the Parties as their interests may from time to time appear, except where a transfer of title is required herein. Any Party shall be entitled to record its interest in the Property and in this Agreement on the title to the Property.

In the event that Canaco has earned a 70% interest in the Property pursuant to Section 2.6, the Parties shall forthwith complete, execute and deliver the Joint Venture Agreement.

While Canaco is earning an interest in the Property through incurring Expenditures hereunder, the operator of all operations on the Property to be undertaken pursuant to this Agreement (the "Operator") shall be Canaco from the Effective Date.

A Technical Committee composed of one (1) representative of each Party, shall be established on the Effective Date. Each Party shall, within fifteen (15) days after the Effective Date, notify the other Party in writing of the name of its representative (the "Representative") and alternative Representative ("Alternate") who may from time to time act in the absence of the Representative. Each Party shall also be free to bring to all meetings at its own cost such technical and other advisors as it may deem appropriate; provided that such advisors are bound by the provisions of Section 8. Each Party shall have the right at any time and from time to time to change its Representative or Alternate by written notice given to the other Party. Each Party shall incur all costs (which shall not be deemed to be Expenditures) for its Representative's and Alternate's activities hereunder.

The Technical Committee shall be constituted during the Option Period for the following purposes:

(1) Meetings of the Technical Committee shall be held no less than twice annually in Vancouver. In lieu of holding meetings of the Technical Committee, the Technical Committee may convene telephone conferences with the unanimous consent of both Parties.

(2) The Technical Committee shall establish at its first meeting such procedures and rules governing the meetings and convening of the meetings of the Technical Committee as the Parties may unanimously agree.

Canaco shall indemnify Douglas Lake from all liability, however arising, in respect of all debts, liabilities, costs and obligations of every kind and nature, including damage to property and personal injury, arising out of or related to the conduct by it of activities on the Property, which were incurred or arose during the Option Period. For further clarity, the Parties intend that, pursuant to the preceding sentence, Canaco shall be liable for its liabilities, known or unknown, contingent or otherwise, which were incurred or arose during the Option Period, relating to or arising out of:

Douglas Lake shall indemnify Canaco from all liability, however arising, in respect of all debts, liabilities, costs and obligations of every kind and nature, including damage to property and personal injury, arising out of or related to the Property or the conduct by Douglas Lake of activities on the Property, arising before the Effective Date. For further clarity, the Parties intend that Douglas Lake shall be liable for its liabilities, known or unknown, contingent or otherwise, arising before the Effective Date, relating to or arising out of:

(1) This Agreement is conditional upon:

in each case in form and substance satisfactory to the affected Party, as the case may be.

(2) The "Effective Date" means the date on which the Parties shall have acknowledged, in writing, that all of the conditions set out in this Section 5.1 have been met.

Subject to the other terms of this Agreement, during the Option Period, the Operator shall have the following rights:

Subject to the other terms of this Agreement, during the Option Period, the Operator shall be responsible for the following duties and shall:

(1) During the Option Period, the Operator shall use its commercially reasonable best efforts to provide, maintain and pay for the following insurance which shall be placed with an insurance company or companies and in a form as may be acceptable to Douglas Lake (acting reasonably):

(2) Each policy of insurance contemplated in the Section 6.3 shall be in an amount not less than $2,000,000 inclusive of any one occurrence. The policy of insurance referred to in Section 6.3(1)(a) shall:

(3) the Operator shall provide Douglas Lake with such evidence of insurance as Douglas Lake may, acting reasonably, request.

Douglas Lake may, at its own risk and expense and at reasonable times agreed to by the Operator enter on the Property and examine the Operator's operations; provided, that Douglas Lake is not, in the opinion of the Operator, interfering with such operations.

During the Option Period, Canaco shall not Encumber its beneficial interest in the Property or its rights under this Agreement.

Except as otherwise provided in Section 7.2, if at any time a Party (the "Offeror") desires to sell, assign, or transfer all or any part of its interest in this Agreement and the Property (the "Sale Interest"), then the other Party (each, an "Offeree") shall have a preemptive right to acquire such Sale Interest as follows:

Section 7.1 shall not apply to the following:

Douglas Lake shall not be entitled to:

Any permitted assignee of a Party shall, upon such assignment taking place, be deemed to be a Party as though the assignee had been an original signatory to this Agreement. All Parties, including such assignee, shall execute a novation agreement to evidence the assignee's commitments on such terms as the Parties may reasonably agree.

All matters concerning the execution, contents and performance of this Agreement and the Property shall be treated as and kept confidential by the Parties and shall only be disclosed as provided in this Section 8.

If either Party or an Affiliate, by reason of any legal requirement or requirement of any regulatory body having jurisdiction over a Party, must disclose any matter concerning the execution or content of this Agreement or the Property, then the affected Party shall, prior to making any disclosure, forward the text of the disclosure to the other Party. The other Party shall, to the maximum extent practical, be given the opportunity to make reasonable suggestions for changes therein. The disclosing Party shall consider said suggestions and, to the extent practicable, advise the other Party prior to the disclosure if said suggestions are not to be incorporated into the disclosure.

Either Party or an Affiliate may disclose confidential information to:

provided that in any such case only such confidential information as such Party shall have a legitimate business need to know shall be disclosed and further provided that the Party shall first enter into a written agreement with the Party receiving the information to protect the confidentiality of such information.

Notwithstanding the generality of the foregoing, each Party shall be free to utilize information or knowledge obtained pursuant to the Agreement in connection with the conduct by such Party for exploration or mining operations for its own benefit and account or for the benefit and account of any partnership, joint venture or corporation of which it is a partner or member.

Any notice which may be or is required to be given under the terms of this Agreement shall be in writing and shall be effective:

The addresses for such notices shall be as follows:

If to Douglas Lake:   Douglas Lake Minerals Inc.
                                500 - 602 West Hastings Street
                                Vancouver, British Columbia
                                V6B1P2

  Attention: President
  Facsimile: ###-###-####

If to Canaco:            Canaco Resources Inc.
                                500 - 602 West Hastings Street
                                Vancouver, British Columbia
                                V6B1P2

  Attention: Chairman & CEO
  Facsimile: ###-###-####

Any Party may change the addresses for such notice by giving the other Parties notice of such change in accordance with the foregoing.

In this Agreement unless the context otherwise requires, the following words and terms set forth in this Section 10 shall have the meanings respectively assigned to them:

(1) Affiliate means any person, partnership, venture, corporation, or other form of enterprise which directly or indirectly Controls, is Controlled by or is under common Control of a Party.

(2) Agreement means this agreement and all amendments made hereto in accordance with the provisions hereof.

(3) Control means possession directly or indirectly of the power to direct or cause direction of management and policies through ownership of the voting securities, contract voting trust and otherwise.

(4) Effective Date has the meaning given to it in Section 5.1.

(5) Encumbrance means any claim, restriction, charge, mortgage, security interest, lien, option, right of pre-emption or first refusal, equity, power of sale, hypothecation, servitude or other third party right, and "Encumber" and "Encumbered" shall be construed accordingly.

(6) Environmental Claims means any and all administrative, regulatory or judicial actions, suits, demands, claims, liens, notices of non-compliance or violation, investigations or proceedings relating in any way to any Environmental Law or any permit issued under any such Environmental Law, including, without limitation:

(7) Environmental Law means all requirements of the common law or of environmental, health or safety statutes, regulations, rules, ordinances, policies, orders, approvals, notices, licenses, permits or directives of any federal, territorial, provincial, state or local judicial, regulatory or administrative agency, board or governmental authority including, but not limited to those relating to:

(8) Expenditures means all expenses, obligations and liabilities of whatever kind or nature spent or incurred directly or indirectly in connection with the exploration and development of the Property, including, an overhead charge in favour of the Operator equal to 15% of all Expenditures. For the purposes of the foregoing, Expenditures shall include, without limiting the generality of the foregoing: insurance premiums, moneys expended in maintaining properties in good standing, moneys expended in doing and filing assessment work, expenses paid for or incurred in connection with any program of surface or underground prospecting, exploring, geophysical, geochemical and geological surveying, diamond drilling and drifting, raising and other underground work, assaying and metallurgical testing and engineering, environmental studies, data preparation and analysis, submissions to government agencies with respect to production permits, in paying the fees and travelling expenses of all outside Persons engage d in work with respect to and for the benefit of the Property.

(9) Joint Venture means the joint venture to be formed between Canaco and Douglas Lake pursuant to the Joint Venture Agreement.

(10) Joint Venture Agreement means the agreement to be entered into by Douglas Lake and Canaco in the event that the Option is exercised, in the form set out in Schedule B annexed hereto.

(11) Mining Operations means all activities carried out in, on or under or in connection with the Property related to or necessary for the development and construction of a mine(s) thereon, the mining, extraction, treatment, storage and processing of minerals located therein, thereon or thereunder and the acquisition or construction of any improvements, personal property, fixtures or equipment reasonably necessary therefor.

(12) Operator has the meaning given to it in Section 2.9:

(13) Option has the meaning given to it in Section 2.1.

(14) Option Period means that period of time commencing on the Effective Date and terminating on the earlier of the date upon which:

(15) Party means Douglas Lake or Canaco, as applicable, and its successors and permitted assigns.

(16) Person includes a natural person, firm, corporation, company, association, partnership, joint venture, unincorporated syndicate, unincorporated organization, trust, trustee, executive, administrator or other legal representative, governmental instrumentality or any group or combination thereof.

(17) Property means property legally described in Schedule A hereto.

(18) Prospector's Mining License means a license validly issued under the [insert the name of relevant mining statute] bestowing limited rights to one or more local miners to extract minerals from a property comprising part of the Portfolio at the applicable time.

(19) Strategic Alliance Agreement means the strategic alliance agreement made as of l , 2006, between Canaco and Douglas Lake.

(20) Technical Committee means the committee established under Section 3.

Any words or expressions defined otherwise in this Agreement including the Schedules shall have the meanings respectively assigned to them notwithstanding that such definition does not appear in this Section 10. When used in the Schedules annexed hereto, terms defined in this Agreement shall have the same meaning unless the Schedules expressly otherwise define such terms. In case of any other inconsistency between the terms of this Agreement and the Schedules annexed hereto, the terms of this Agreement shall prevail.

The Table of Contents to this Agreement, Sections, Sub-sections and Headings contained herein are included solely for convenience and are not intended to be full or accurate descriptions of the content thereof and shall not be considered part of this Agreement. "Section", "Sub-section", or "Schedule" means and refers respectively to the specified Section, Sub-section or Schedule of this Agreement. "Hereof", "hereto" and "hereunder" and similar expressions mean and refer to this Agreement and not to any particular Section or Sub-section.

Words importing the singular include the plural and vice versa. Words importing gender include all genders.

This Agreement including all Schedules together with the agreements and documents to be delivered pursuant hereto are the full expression of the Parties' intentions and rights and the entire agreement between them pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions whether oral or written of the Parties. There are no representations, warranties or other agreements between the Parties in connection with the subject matter hereof. No amendment or termination of this Agreement shall be binding unless executed in writing by the Party to be bound thereby. No waiver of any other provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provisions nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Unless otherwise indicated all dollar amounts referred to in this Agreement are in U.S. funds.

This Agreement shall be interpreted and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and shall be treated in all respects as a British Columbia contract except to the extent that any Property or asset affected by this Agreement is subject to the laws of the jurisdiction where such Property are situate in which case the laws of that local jurisdiction shall govern to the extent necessary to complete the transaction.

This Agreement shall enure to the benefit of and be binding on the successors and permitted assigns of the Parties.

Each Party shall execute such deeds, documents and give such further assurances as are necessary or appropriate in connection with its obligations under this Agreement.

IN WITNESS WHEREOF the Parties have duly executed this Agreement as of the l day of l , 200l ..

TO: DOUGLAS LAKE MINERALS INC. ("DLMI")

WHEREAS:

A. Pursuant to a Strategic Alliance Agreement (the "Strategic Alliance Agreement") made as of l , 2006, between Canaco Resources Inc. ("Canaco") and DLMI, DLMI granted to Canaco a continuous right to exercise one (1) or more exclusive options (individually, an "Option") to acquire up to a seventy percent (70%) undivided interest in and to one or more properties in the Portfolio and, provided certain conditions are met, the right to remove properties from the Portfolio;

B. [Pursuant to Section 5.1 of the Strategic Alliance Agreement, Canaco wishes to exercise an option (the "Option") to acquire up to a seventy percent (70%) interest in and to the property legally described as l (the "Property").]

[Pursuant to Section 3.3(1)(a) of the Strategic Alliance Agreement, Canaco wishes to have the property legally described as l (the "Property") removed from the Portfolio.]

FOR VALUE RECEIVED:

Dated l , 2006.