<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit1.txt
<DESCRIPTION>GESL TASEKO ET AL AGREEMENT
<TEXT>
                             ARRANGEMENT AGREEMENT

       MEMORANDUM OF AGREEMENT made as of the 28th day of February, 2003,

                                 B E T W E E N:


TASEKO MINES LIMITED, a company incorporated under the laws of British Columbia

                                   ("Taseko")

                                    - and -

GIBRALTAR ENGINEERING SERVICES LIMITED, a company incorporated under the laws of
                                British Columbia
                                    ("GESL")

                                    - and -

GIBRALTAR REFINERY (2002) LTD., a company incorporated under the laws of British
                                    Columbia

                               ("Gibraltar 2002")

                                    - and -

TASEKO RESOURCES INC., a company incorporated under the laws of British Columbia

                              ("Taseko Resources")

                                    - and -

CONCENTRATED EXPLORATION LTD., a company incorporated under the laws of British
                                    Columbia

                          ("Concentrated Exploration")

                                    - and -

  CONCENTRATED EXPLORATION 2000 LTD., a company incorporated under the laws of
                                British Columbia

                                  ("CE 2000")

  (Gibraltar 2002, Taseko Resources, Concentrated Exploration and CE 2000 are
                herein referred to as the "Taseko Subsidiaries")

                                    - and -

 GIBRALTAR REFINERY (2002) NO. 2 LTD., a company incorporated under the laws of
                                British Columbia

                            ("Gibraltar 2002 No. 2")

WHEREAS GESL owns the GESL Business, as hereinafter defined;

AND WHEREAS GESL is wholly owned by Taseko, which indirectly holds approximately
38% of GESL's common shares through its wholly owned subsidiary  Gibraltar 2002,
and Norman E. Cressey ("Cressey"),  who holds approximately 62% of GESL's common
shares;

AND WHEREAS Taseko wishes to purchase that portion of the GESL Business which it
does not already own;

AND  WHEREAS  GESL has agreed to undergo a plan of  arrangement  to provide  for
Taseko's  buyout of Cressey under the Plan of  Arrangement  and to allow for the
consolidation  of Taseko's  assets by providing for the dissolution of Gibraltar
2002 No. 2, a wholly-owned  subsidiary of GESL,  GESL's own  dissolution and for
the dissolution of the Taseko Subsidiaries.

THIS AGREEMENT  WITNESSES THAT in consideration of the respective  covenants and
agreements herein contained, the parties hereto covenant and agree as follows:

                                   ARTICLE 1.

                                 INTERPRETATION

1.1      DEFINITIONS

In this  Agreement,  unless there is something in the subject  matter or context
which is  inconsistent  therewith,  the following terms shall have the following
meanings, respectively:

1.1.1 "ACT"  means the COMPANY ACT  (British  Columbia),  R.S.B.C.  1996,  c.62,
including  all  regulations  made  thereunder,  as now in  effect  and as may be
amended from time to time prior to the Effective Date;

1.1.2    "AFFILIATE" has the meaning ascribed thereto in the Act;

1.1.3  "APPROPRIATE  REGULATORY  APPROVALS"  means  those  sanctions,   rulings,
consents, orders, exemptions,  permits and other approvals (including the lapse,
without objection, of a prescribed time under a statute, rule or regulation that
states  that a  transaction  may be  implemented  if a  prescribed  time  lapses
following the giving of notice without an objection  being made) of Governmental
Entities, regulatory agencies or self-regulatory organizations;

1.1.4  "ARRANGEMENT" means a plan of arrangement under Sections 252, 253 and 254
of the Act on the terms and conditions set forth in the Plan of Arrangement  and
any  amendment,   variation,   or  supplement  thereto,  giving  effect  to  the
transactions described in Section 2.1;

1.1.5 "BUSINESS DAY" means any day, other than a Saturday, Sunday or a statutory
holiday  in the  province  of  British  Columbia,  on which  banks  are open for
business in the city of Vancouver;

1.1.6 "CALL OPTION AGREEMENT" means the call option agreement dated December 27,
2002 pursuant to which Cressey  granted  Taseko an option to purchase  Cressey's
indirect interest in the GESL Business;

1.1.7  "CIRCULAR"  means  the  notice  of  the  GESL  Meeting  and  accompanying
management information circular,  including all schedules thereto, to be sent to
GESL Shareholders in connection with the GESL Meeting;

1.1.8  "COMPETING  TRANSACTION"  means an offer  or a  proposal  made to GESL in
writing and duly  authorized  by the board of directors of the Person making the
offer or proposal (i) to purchase or otherwise  acquire,  directly or indirectly
(including by means of a transaction described in clause (iv) below), all of the
GESL  Shares  or all or  substantially  all of the  assets  of GESL,  (ii)  that
provides in the good faith opinion of the Board of Directors after  consultation
with GESL's  investment  advisor,  for a value per GESL Share  greater  than the
value per GESL Share  contemplated by this Agreement,  (iii) that, to the extent
it offers  cash  consideration,  is fully  financed  (subject to usual terms and
conditions  on the  drawing of such  financing),  (iv) is made or proposed to be
made by means of a take-over bid,  amalgamation,  plan of arrangement,  business
combination,  sale of assets or similar transaction, (v) with conditions no more
beneficial,  taken as a whole, to the Person  proposing or making the offer than
those  contemplated by this Agreement for the benefit of Taseko,  and (vi) which
the Board of Directors  determines  in good faith to be more  favourable  to the
GESL   Shareholders  from  a  financial  point  of  view  than  the  transaction
contemplated by this  Agreement,  having regard to all  circumstances  including
income tax considerations  under such offer or proposal,  and which the Board of
Directors intends to recommend to the GESL Shareholders;

1.1.9    "COURT" means the Supreme Court of British Columbia;

1.1.10   "CRESSEY" means Norman E. Cressey;

1.1.11  "EFFECTIVE  DATE" means the date on which a certified  copy of the Final
Order is accepted for filing under section 252 of the Act by the Registrar;

1.1.12 "EFFECTIVE TIME" means 12:01 a.m.  (Vancouver,  British Columbia time) on
the Effective Date;

1.1.13  "EXCHANGE RATIO" means an exchange where one GESL Share is exchanged for
2.333333 Taseko Shares;

1.1.14  "EXCLUDED  SHAREHOLDERS"  means,  in  respect  of GESL,  Taseko  and its
Affiliates and any other GESL  Shareholder  that is excluded from casting a vote
pursuant to Section 252(8) of the Act;

1.1.15  "FINAL  ORDER"  means  the  final  order  of  the  Court  approving  the
Arrangement,  as such order may be  amended  at any time prior to the  Effective
Date;

1.1.16 "GAAP" means, for those generally accepted  accounting  principles stated
in the  Handbook  of the  Canadian  Institute  of  Chartered  Accountants,  such
principles so stated;

1.1.17 "GESL  BUSINESS"  means all of the  business,  assets,  both tangible and
intangible, goodwill and undertakings of GESL acquired pursuant to a dissolution
agreement of Gibraltar  Engineering  Services Limited Partnership dated February
24, 2003;

1.1.18 "GESL MEETING" means the special meeting of GESL Shareholders  (including
any adjournment thereof) that is to be convened as provided by the Interim Order
to consider and, if deemed advisable, to approve the Arrangement;

1.1.19 "GESL SHAREHOLDER" means a registered holder of GESL Shares, from time to
time, and "GESL SHAREHOLDERS" means all of such holders;

1.1.20   "GESL SHARES" means common shares in the capital of GESL;

1.1.21 "GOVERNMENTAL ENTITY" means any: (a) multinational,  federal, provincial,
state,  regional,  municipal,  local or other governmental or public department,
central bank,  court,  tribunal,  arbitral body,  commission,  board,  bureau or
agency,  domestic or foreign; (b) any subdivision,  agent commission,  board, or
authority of any of the foregoing; or (c) any quasi-governmental or private body
exercising any regulatory,  expropriation  or taxing  authority under or for the
account of any of the foregoing;

1.1.22 "INTERIM ORDER" means the interim order of the Court issued in respect of
the  Arrangement,  as contemplated by Section 2.1, as such order may be amended,
supplemented or varied by the Court;

1.1.23  "LAWS" means all laws,  statutes,  codes,  ordinances,  decrees,  rules,
regulations, by-laws, statutory rules, principles of law, published policies and
guidelines,   judicial  or  arbitral  or   administrative   or   ministerial  or
departmental  or regulatory  judgments,  orders,  decisions,  rulings or awards,
including  general  principles of common and civil law, and terms and conditions
of any grant of approval,  permission,  authority or license of any Governmental
Entity,  statutory body (including the TSX Venture Exchange) or  self-regulatory
authority,  and the  term  "applicable"  with  respect  to such  Laws and in the
context that refers to one or more  Persons,  means that such Laws apply to such
Person or Persons or its or their business, undertaking,  property or securities
and emanate from a Person having  jurisdiction over the Person or Persons or its
or their business, undertaking, property or securities;

1.1.24  "MATERIAL  ADVERSE  CHANGE" means, in relation to any  corporation,  any
change (or any condition,  event or development  involving a prospective change)
in  the  business,  operations,  affairs,  assets,  liabilities  (including  any
contingent liabilities that may arise through outstanding, pending or threatened
litigation  or  otherwise),   capitalization,   financial  condition,  licenses,
permits,  rights or privileges  of the  corporation  or any of its  Subsidiaries
which would  reasonably  be  expected to  materially  and  adversely  affect the
corporation and its Subsidiaries, taken as a whole;

1.1.25   "MATERIAL FACT" has the meaning ascribed thereto in the Securities Act;

1.1.26   "MEETING DATE" means any date on which the GESL Meeting occurs;

1.1.27  "OPTION"  means the call option granted by Cressey to Taseko to purchase
Cressey's  indirect  interest in the GESL  Business  pursuant to the Call Option
Agreement;

1.1.28  "PERSON"  includes any  individual,  firm,  partnership,  joint venture,
venture capital fund,  association,  trust,  trustee,  executor,  administrator,
legal personal  representative,  estate,  group,  body  corporate,  corporation,
unincorporated  association or organization,  Governmental Entity,  syndicate or
other entity, whether or not having legal status;

1.1.29 "PLAN OF ARRANGEMENT" means the plan of arrangement  substantially in the
form attached as Schedule "A", as the same may be supplemented  and amended from
time to time in accordance with the terms thereof;

1.1.30  "REGISTRAR"  means the British Columbia  Registrar of Companies or other
duly appointed person performing duties as registrar under the Act;

1.1.31 "SECURITIES ACT" means the Securities Act (British  Columbia),  as now in
effect and as it may be amended from time to time prior to the Effective Date;

1.1.32   "SUBSIDIARY" has the meaning ascribed thereto in the Securities Act;

1.1.33  "TASEKO  SHARES"  means common shares in the capital of Taseko issued in
exchange for the GESL Shares pursuant to the Plan of Arrangement;

1.1.34  "TASEKO   SUBSIDIARIES"   means  Taseko   Resources,   Gibraltar   2002,
Consolidated Exploration and CE 2000;

1.1.35 "TAX" and "TAXES"  means,  with  respect to any entity,  all income taxes
(including  any tax on or  based  upon  net  income,  gross  income,  income  as
specially  defined,  earnings,  profits or  selected  items of  income)  and all
capital taxes,  gross receipts  taxes,  environmental  taxes,  sales taxes,  use
taxes, AD VALOREM taxes,  value added taxes,  transfer taxes,  franchise  taxes,
license taxes,  withholding taxes,  payroll taxes,  employment taxes,  Canada or
Quebec Pension Plan  premiums,  excise,  severance,  social  security  premiums,
workers' compensation premiums, unemployment insurance or compensation premiums,
stamp taxes,  occupation taxes, premium taxes,  property taxes, windfall profits
taxes,  alternative  or add-on minimum  taxes,  goods and services tax,  customs
duties  or other  taxes,  fees,  imports,  assessments  or  charges  of any kind
whatsoever,  together with any interest and any penalties or additional  amounts
imposed by any taxing  authority  (domestic or foreign) on such entity,  and any
interest,  penalties,  additional  taxes and  additions  to tax  unopposed  with
respect to the foregoing, and any liability for the payment of any amount of the
type described in the immediately preceding clause of another entity; and

1.1.36 "TAX  RETURNS"  means all  returns,  declarations,  reports,  information
returns and statements  required to be filed with any taxing authority  relating
to Taxes (including any attached schedules),  including, without limitation, any
information  return,  claim  for  refund,  amended  return  and  declaration  of
estimated Tax.

1.2      INTERPRETATION NOT AFFECTED BY HEADINGS

The division of this Agreement into Articles,  sections,  and other portions and
the insertion of headings are for  convenience  of reference  only and shall not
affect the construction or interpretation  hereof.  Unless otherwise  indicated,
all references to an "Article" or "Section" followed by a number and/or a letter
refer to the  specified  Article or Section of this  Agreement.  The terms "this
Agreement",  "hereof", "herein" and "hereunder" and similar expressions refer to
this  Agreement  (including  the  Schedules  hereto)  and not to any  particular
Article, Section or other portion hereof and include any agreement or instrument
supplementary or ancillary hereto.

1.3      CURRENCY

All sums of money  referred  to in this  Agreement  are  expressed  in  Canadian
dollars.

1.4      NUMBER

Unless the context  otherwise  requires,  words  importing  the  singular  shall
include the plural and VICE VERSA and words  importing  any gender shall include
all genders.

1.5      DATE FOR ANY ACTION

In the event that any date on which any action is required to be taken hereunder
by any of the  parties  hereto  is not a  Business  Day,  such  action  shall be
required to be taken on the next succeeding day which is a Business Day.

1.6      ENTIRE AGREEMENT

This  Agreement  constitutes  the entire  agreement  between the parties  hereto
pertaining to the terms of the Arrangement and ancillary arrangements.

                                   ARTICLE 2.

                                 THE ARRANGEMENT

2.1      TERMS OF ARRANGEMENT

GESL,  Gibraltar  2002  No.  2 and the  Taseko  Subsidiaries  agree,  as soon as
reasonably practicable,  to apply to the Court pursuant to sections 252, 253 and
254 of the Act for the interim order providing for, among other things:

2.1.1 the calling and holding of the GESL Meeting for the purpose of considering
and approving the  Arrangement  pursuant to which the existing GESL Shares shall
be  exchanged  for Taseko  Shares  based on the  Exchange  Ratio and pursuant to
Section 85.1 of the INCOME TAX ACT (Canada); and

2.1.2 upon approval of the Arrangement by the GESL Shareholders, the dissolution
of each of GESL,  Gibraltar 2002 No. 2 and the Taseko Subsidiaries to facilitate
the reconstruction of Taseko's corporate  structure to consolidate its assets by
dissolving certain of its wholly owned subsidiaries.

If approval by the GESL Shareholders is obtained, GESL, Gibraltar 2002 No. 2 and
the Taseko  Subsidiaries  will promptly  thereafter  take the necessary steps to
submit  the  Arrangement  to the Court and apply for a Final  Order of the Court
approving the Arrangement.

2.2      IMPLEMENTATION STEPS BY GESL

GESL covenants in favour of Taseko that GESL shall:

2.2.1 convene and hold the GESL Meeting not later than April 14, 2003, or in the
event that the GESL Shareholders  agree to waiver notice of the GESL Meeting not
later than April 14, 2003, for the purpose of considering and voting on the Plan
of Arrangement (and for any other proper purpose as may be set out in the notice
for such meeting which is acceptable to Taseko, acting reasonably);

2.2.2 solicit the GESL  Shareholders  to waive notice of the GESL Meeting and to
hold the GESL Meeting as soon as reasonably practicable thereafter;

2.2.3  subject to obtaining the Final Order,  as soon as reasonably  practicable
thereafter  and subject to the  satisfaction  or waiver of the other  conditions
herein  contained  in  favour  of each  party,  file the  Final  Order  with the
Registrar,  together with such other  documents as may be required under the Act
to give effect to the Arrangement;

2.2.4  permit  Taseko and its counsel to review and  comment  upon drafts of all
material  to be filed  with the Court in  connection  with the  Arrangement  and
provide  counsel  to  Taseko on a timely  basis  with  copies  of any  notice of
appearance  and  evidence  served  on  GESL or its  counsel  in  respect  of the
application  for the  Final  Order or any  appeal  therefrom  and of any  notice
(written or oral) received by GESL  indicating any intention to appeal the Final
Order; and

2.2.5 not file any material with the Court in connection with the Arrangement or
serve any such material, and not agree to modify or amend any materials so filed
or served,  except with Taseko's  prior written  consent (such consent not to be
unreasonably withheld).

2.3      INTERIM ORDER

The Interim Order shall provide:

2.3.1 for the class of Persons to whom  notice is to be  provided  in respect of
the  Arrangement and the GESL Meeting and for the manner in which such notice is
to be provided;

2.3.2 that the requisite  GESL  Shareholder  approval  shall be 75% of the votes
cast by GESL Shareholders and by a majority of the GESL Shareholders, other than
the Excluded Shareholders; and

2.3.3 that, in all other respects, the terms, restrictions and conditions of the
memorandum and articles of GESL,  including  quorum  requirements  and all other
matters, shall apply in respect of the GESL Meeting.

2.4      GESL INFORMATION CIRCULAR

GESL,  Gibraltar  2002 No.  2,  Taseko  and the  Taseko  Subsidiaries  shall use
commercially  reasonable efforts to prepare the Circular together with any other
documents  required by the Securities Act or other applicable Laws in connection
with the Arrangement  and GESL shall cause the Circular and other  documentation
required in connection with the GESL Meeting to be sent to each GESL Shareholder
(and other Person) and filed as required by the Interim Order or applicable Laws
as  soon as  reasonably  practicable,  provided  that  the  Circular  and  other
documentation  required in connection  with the  Arrangement  shall not be sent,
except with Taseko's prior written  consent (such consent not to be unreasonably
withheld).

2.5      SECURITIES AND CORPORATE COMPLIANCE

Taseko shall use commercially  reasonable  efforts to obtain all orders required
from the  applicable  securities  authorities  to permit the  issuance and first
resale of the Taseko Shares to be issued pursuant to the Arrangement without the
qualification  with, or the approval of, or the filing of any document including
any prospectus or similar  document or the taking of any proceeding with, or the
obtaining of any further order,  ruling or consent from, any Governmental Entity
or regulatory  authority  under  applicable  securities  Laws or pursuant to the
rules and regulations of any regulatory  authority  administering  such Laws, or
the fulfilment of any other legal  requirement in any such  jurisdiction  (other
than, with respect to such first resales, any restrictions on transfer by reason
of, among other things, a holder being a "control person" of Taseko for purposes
of Canadian provincial or territorial securities Laws).

2.6      PREPARATION OF FILINGS

2.6.1  GESL,  Gibraltar  2002 No. 2,  Taseko and the Taseko  Subsidiaries  shall
cooperate in:

2.6.1.1 the  preparation of any  application for the Interim Order and the Final
Order and the  preparation  of any other  documents  reasonably  deemed by GESL,
Gibraltar  2002 No. 2,  Taseko or the Taseko  Subsidiaries  to be  necessary  to
discharge their respective  obligations under applicable Laws in connection with
the Arrangement and all other matters contemplated by this Agreement; and

2.6.1.2 the taking of all such action as may be required under  applicable  Laws
in connection with the  Arrangement  and all other matters  contemplated by this
Agreement.

2.6.2 Each of GESL,  Gibraltar  2002 No. 2,  Taseko and the Taseko  Subsidiaries
shall  furnish  to  the  other  all  such  information  concerning  it  and  its
shareholders as may be required to effect the actions  described in Sections 2.4
and 2.5 and the  foregoing  provisions  of this Section 2.6, and each  covenants
that no information furnished by it in connection with such actions or otherwise
in connection with the  consummation of the Arrangement  will contain any untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated in any such  document or  necessary in order to make any  information  so
furnished  for use in any  such  document  not  misleading  in the  light of the
circumstances in which it is furnished or to be used.

2.6.3 Each of GESL,  Gibraltar  2002 No. 2,  Taseko and the Taseko  Subsidiaries
shall  promptly  notify the other if at any time  before the  Effective  Time it
becomes aware that the Circular or an  application  for any order referred to in
Section  2.6.1.1  contains any untrue  statement of a material  fact or omits to
state a material  fact  required to be stated  therein or  necessary to make the
statements  contained  therein not misleading in light of the  circumstances  in
which they are made,  or that  otherwise  requires an amendment or supplement to
the Circular or such application.  In any such event GESL, Gibraltar 2002 No. 2,
Taseko and the Taseko  Subsidiaries  shall  cooperate  in the  preparation  of a
supplement or amendment to the Circular or such other document,  as required and
as the case may be, and, if required,  shall cause the same to be distributed to
their  respective   shareholders  and/or  filed  with  the  relevant  securities
regulatory authorities.

2.6.4 GESL shall ensure that the Circular complies with all applicable Laws and,
without  limiting the  generality of the  foregoing,  that the Circular does not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated  therein or  necessary  to make the  statements  contained
therein  not  misleading  in light of the  circumstances  in which they are made
(other than with respect to any information relating to and provided by Taseko).
Without  limiting the  generality of the  foregoing,  GESL shall ensure that the
Circular  provides GESL  Shareholders  with information in sufficient  detail to
permit  them to form a reasoned  judgment  concerning  the  matters to be placed
before them at the GESL Meeting.

                                   ARTICLE 3.

                         REPRESENTATIONS AND WARRANTIES

3.1      REPRESENTATIONS AND WARRANTIES OF GESL

GESL and Gibraltar 2002 No. 2 jointly and severally represent and warrant to and
in favour of Taseko and the Taseko Subsidiaries as set forth in this Section 3.1
and acknowledge  that Taseko and the Taseko  Subsidiaries  are relying upon such
representations  and warranties in connection  with the matters  contemplated by
this Agreement;  except,  however, that Taseko and the Taseko Subsidiaries shall
not be entitled to rely on these  representations  and warranties  which, at the
time of their putative reliance thereon,  Taseko or the Taseko Subsidiaries know
or reasonably ought to have known to be false.

3.1.1 Incorporation and Qualification.  Each of GESL and Gibraltar 2002 No. 2 is
a corporation  duly  incorporated,  organized,  validly  subsisting  and in good
standing  under  the  laws  of its  jurisdiction  of  incorporation  and has all
requisite corporate power and authority to own, lease and operate its properties
and to carry on its business as now being conducted.  Each of GESL and Gibraltar
2002 No. 2 is not in default  under,  or in violation  of, any  provision of its
memorandum  or articles in any respect  which is material and adverse to GESL or
Gibraltar 2002 No. 2, as the case may be.

3.1.2  Authority and  Enforceability.  Each of GESL and Gibraltar 2002 No. 2 has
the  requisite  corporate  power and  authority  and has received all  necessary
corporate   approvals  to  enter  into  this   Agreement  and  to  complete  the
transactions  contemplated  by this  Agreement.  This  Agreement  has been  duly
authorized,  executed and delivered by each of GESL and Gibraltar 2002 No. 2 and
constitutes a valid and binding  obligation  of each of GESL and Gibraltar  2002
No. 2 enforceable by Taseko and the Taseko Subsidiaries against each of GESL and
Gibraltar  2002  No.  2 in  accordance  with  its  terms,  subject  however,  to
limitations  with  respect  to  enforcement  imposed by law in  connection  with
bankruptcy,  arrangement  or similar  proceedings,  the  equitable  power of the
courts to stay proceedings before them and the execution of judgments and to the
extent that equitable  remedies such as specific  performance and injunction are
in the discretion of the court from which they are sought.

3.1.3  Capitalization.  The  authorized  capital of GESL  consists of  5,000,000
common  shares.  As of the date hereof,  4,906,004  common shares are issued and
outstanding. The issued and outstanding GESL Shares have been validly authorized
and issued, and are fully paid and non-assessable. There are no other issued and
outstanding  shares  in the  capital  of GESL.  There  are not  now,  and at the
Effective  Date there will not be, any  outstanding  options,  warrants or other
rights to purchase or acquire,  or securities  convertible  into or exchangeable
for,  any shares in the share  capital of GESL and there are not now, and at the
Effective  Date  there  will  not  be,  any  contract,  commitment,   agreement,
understanding,  arrangement or restriction which requires GESL to issue, sell or
deliver  any  shares in its  share  capital  or any  securities  or  obligations
convertible into, or exchangeable for, any shares of its share capital. GESL has
no outstanding  bonds,  debentures,  notes or other  indebtedness the holders of
which  have the  right to vote (or that  are  convertible  or  exercisable  into
securities having the right to vote) with GESL Shareholders or in respect of the
election of directors of GESL.

3.1.4  Subsidiaries.  GESL  owns all of the  issued  and  outstanding  shares of
Gibraltar 2002 No. 2. Other than Gibraltar 2002 No. 2, GESL has no subsidiaries.

3.1.5 No Conflict.  The  execution  and  delivery of this  Agreement by GESL and
Gibraltar 2002 No. 2 does not and the  performance of this Agreement by GESL and
Gibraltar 2002 No. 2 and the successful  completion of the Arrangement  does not
and will not:

(a) conflict with or violate the  memorandum or articles GESL or Gibraltar  2002
No. 2, as the case may be; or

(b) conflict with or violate any law, rule,  permit,  order,  judgment or decree
applicable to GESL or Gibraltar 2002 No. 2 or by which any of GESL's  properties
is bound or affected, the conflict with which or violation of which would result
in a Material Adverse Change in respect of GESL.

3.1.6  Compliance.  Neither  GESL  nor  Gibraltar  2002  No.  2 nor  any  of its
Subsidiaries is in conflict with, or in default  (including  cross-defaults)  or
violation  of, in any respect which is material and adverse to GESL or Gibraltar
2002 No. 2, as the case may be:

(a) its memorandum or articles or equivalent organizational documents;

(b) any law,  rule,  order,  permit,  judgment or decree  applicable  to GESL or
Gibraltar 2002 No. 2 or by which any one of their respective properties is bound
or affected,  which conflict  default or violation  would  constitute a Material
Adverse Change;

(c) any credit  agreement,  note,  bond,  mortgage,  indenture or other  similar
contract,  agreement or instrument  relating to indebtedness  for borrowed money
("GESL Debt  Agreements") to which GESL or Gibraltar 2002 No. 2 is a party or by
which  GESL or  Gibraltar  2002 No. 2 or any of  GESL's  properties  is bound or
affected; or

(d)  any  contract,  agreement,  lease,  licence,  permit,  franchise  or  other
instrument or obligation  (other than the GESL Debt Agreements) to which GESL or
Gibraltar  2002 No. 2 is a party or by which GESL or Gibraltar 2002 No. 2 or any
of GESL's properties is bound or affected which conflict,  default or violation,
in any such case, would result in a Material Adverse Change or materially impede
the completion of the transactions contemplated in the Agreement.

In particular,  and without  limiting the generality of the foregoing,  GESL and
Gibraltar  2002  No.  2 have  complied  with the  provisions  of all  applicable
securities  legislation,  except for non-compliance that could not reasonably be
expected to result in a Material Adverse Change.

3.1.7 Severance or Termination. Neither GESL nor Gibraltar 2002 No. 2 is a party
to any written or oral agreement providing for severance or termination payments
to any director or officer as a result of the transactions  contemplated by this
Agreement  or which may be affected by a change of control of GESL or  Gibraltar
2002 No. 2.

3.1.8 Disclosure. There is no fact which GESL has not disclosed to Taseko and of
which any of its  officers,  directors or members of senior  management is aware
and which has resulted,  or would reasonably be expected to result in a Material
Adverse Change to GESL or Gibraltar 2002 No. 2.

3.1.9 Tax Filings. GESL and Gibraltar 2002 No. 2 have each filed all tax returns
required  to be filed by each of them and have each paid all taxes which are due
and payable,  and have each made all accruals in its  financial  statements  for
taxes payable by it for the current period.

3.1.10  Recommendation  by the Board of  Directors.  The Board of Directors  has
resolved to recommend that GESL Shareholders vote in favour of the Arrangement.

3.2      REPRESENTATIONS AND WARRANTIES OF TASEKO

Taseko and the Taseko  Subsidiaries  jointly and severally represent and warrant
to and in favour of GESL and  Gibraltar  2002 No. 2 as set forth in this Section
3.2 and  acknowledges  that GESL and Gibraltar  2002 No. 2 are relying upon such
representations  and warranties in connection  with the matters  contemplated by
this Agreement.

3.2.1 Incorporation and Qualification.  Each of Taseko and its Subsidiaries is a
corporation  duly  incorporated,  organized,  validly  subsisting  and  in  good
standing  under  the  laws  of its  jurisdiction  of  incorporation  and has all
requisite corporate power and authority to own, lease and operate its properties
and to carry on its  business  as now being  conducted.  Taseko  and each of its
Subsidiaries  is not in default under,  or in violation of, any provision of its
memorandum or articles in any respect which is material and adverse to Taseko or
the particular Subsidiary, as the case may be.

3.2.2 Authority and Enforceability.  Taseko and the Taseko Subsidiaries have the
requisite  corporate  power  and  authority  and  have  received  all  necessary
corporate   approvals  to  enter  into  this   Agreement  and  to  complete  the
transactions  contemplated  by this  Agreement.  This  Agreement  has been  duly
authorized,  executed and  delivered by Taseko and the Taseko  Subsidiaries  and
constitutes a valid and binding obligation of Taseko and the Taseko Subsidiaries
enforceable  by GESL and  Gibraltar  2002 No. 2 against  Taseko  and the  Taseko
Subsidiaries in accordance with its terms,  subject however, to limitations with
respect to enforcement imposed by law in connection with bankruptcy, arrangement
or similar  proceedings,  the equitable power of the courts to stay  proceedings
before them and the  execution  of  judgments  and to the extent that  equitable
remedies such as specific  performance  and  injunction are in the discretion of
the court from which they are sought.

3.2.3  Capitalization.  The authorized capital of Taseko consists of 100,000,000
common shares.  As of the date hereof,  the issued and outstanding share capital
of Taseko consists of 46,434,164 common shares. As of the date hereof,  not more
than  4,400,000  common shares of Taseko were reserved for issuance  pursuant to
Taseko's stock option plan. The issued and  outstanding  common shares of Taseko
have been,  and the common  shares of Taseko to be issued  pursuant  to Taseko's
stock option plan as well as the common  shares of Taseko to be issued  pursuant
to the Plan of Arrangement  will be, validly  authorized and issued,  fully paid
and non-assessable  and free of pre-emptive  rights. The common shares of Taseko
are listed and posted for trading on the TSX Venture  Exchange.  Except pursuant
to Taseko's  stock option plan,  no Person has any  agreement or option,  or any
right  capable  of  becoming  an  agreement,  for  the  purchase,  subscription,
allotment or issuance of any of the unissued shares in the capital of Taseko. No
common  shares of Taseko  are held as  treasury  stock or by any  Subsidiary  of
Taseko.

3.2.4  Subsidiaries.  All of the issued and outstanding shares in the capital of
the Subsidiaries of Taseko are duly authorized,  validly issued,  fully paid and
non-assessable. Each of the Taseko Subsidiaries is wholly owned by Taseko.

3.2.5 Absence of Changes.  Since  September 30, 2002, and except as disclosed in
the public  disclosure  documents  filed by Taseko  with  securities  regulatory
authorities since September 30, 2002 (the "Taseko Disclosure Documents"),  there
has not been any Material Adverse Change in relation to Taseko. Without limiting
the generality of the foregoing, from September 30, 2002, to the date hereof,

(a) except as publicly disclosed, neither Taseko nor any of its Subsidiaries has
declared,  set aside or paid any dividend or made any distribution  with respect
to its  capital  stock  (whether  in cash  or in kind  and  except  for  regular
quarterly  dividends in an amount consistent with  pre-established  policies) or
redeemed, purchased or otherwise acquired any of its capital stock;

(b) except in the  ordinary  course of business,  neither  Taseko nor any of its
Subsidiaries  has granted any increase in the  compensation of any of its senior
officers or directors; and

(c) neither Taseko nor any of its Subsidiaries has adopted,  amended,  modified,
or terminated any bonus, profit-sharing,  incentive, severance, pension or other
plan,  contract,  or  commitment  (or taken any such action with  respect to any
other such plan) for the  benefit of (i) any of its  officers or  directors,  or
(ii) any of its other employees outside the ordinary course of business.

3.2.6 Absence of Undisclosed Material Liabilities. Other than as fully disclosed
in the Taseko Disclosure  Documents,  neither Taseko nor any of its Subsidiaries
has any material  liabilities or obligations of any nature (whether  absolute or
contingent,  whether accrued or unaccrued,  whether  liquidated or unliquidated,
and whether due or to become due, including any liability for taxes),  including
guarantees, support obligations or other similar obligations with respect to the
obligations  of  any  person,  except  liabilities  or  obligations   adequately
reflected or reserved against in the audited comparative  consolidated financial
statements of Taseko as at September 30, 2002.

3.2.7  Securities  Law  Filings.  Taseko  has  filed  all  information  or proxy
circulars,  annual  information  forms,  financial  statements,  material change
reports,  press releases and other documents required to be filed by it pursuant
to applicable securities legislation, including applicable rules and policies of
the TSX Venture Exchange (collectively,  the "Taseko Securities Reports").  Each
Taseko  Securities  Report  was,  as of the  date  of  filing  such  report,  in
compliance  in  all  material  aspects  with  all  applicable   requirements  of
securities  legislation  and  none  of the  Taseko  Securities  Reports  nor any
prospectus filed by Taseko, as of their respective  filing dates,  contained any
untrue  statement of material  fact or omitted to state a material fact required
to be stated  therein or necessary to make the statements  therein,  in light of
the circumstances under which they were made, not misleading.

3.2.8 No  Conflict.  The  execution  and  delivery of this  Agreement by each of
Taseko  and  the  Taseko  Subsidiaries  does  not and  the  performance  of this
Agreement by Taseko and the successful  completion of the  Arrangement  does not
and shall not:

(a)  conflict  with  or  violate  the   memorandum  or  articles  or  equivalent
organizational documents of Taseko or any Subsidiary;

(b) conflict with or violate any law, rule,  permit,  order,  judgment or decree
applicable  to  Taseko  or any of its  Subsidiaries  or by  which  any of  their
respective properties is bound or affected, the conflict with which or violation
of which would result in a Material Adverse Change in respect of Taseko;

(c)  result in any breach of or  constitute  a default  (or an event  which with
notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, or result
in the creation of a lien on any of the properties or assets of Taseko or any of
its  Subsidiaries  pursuant  to any  credit  agreement,  note,  bond,  mortgage,
indenture  or other  similar  contract,  agreement  or  instrument  relating  to
indebtedness for borrowed money (the "Taseko Debt Agreements) to which Taseko or
any of its Subsidiaries is a party or by which Taseko or any of its Subsidiaries
or any of their respective properties is bound or affected; or

(d)  result in any breach of or  constitute  a default  (or an event  which with
notice or lapse of time or both would become a default) under, or give to others
any rights of termination,  amendment, acceleration or cancellation of or result
in the creation of a lien on any of the properties or assets of Taseko or any of
its Subsidiaries pursuant to any contract,  agreement,  lease, licence,  permit,
franchise  or  other  instrument  or  obligation  (other  than the  Taseko  Debt
Agreements)  to which Taseko or any of its  Subsidiaries  is a party or by which
Taseko or any of its Subsidiaries or any of their respective properties is bound
or affected which breach or default in any such case, would result in a Material
Adverse  Change  or  materially   impede  the  completion  of  the  transactions
contemplated by the Agreement.

3.2.9  Compliance.  Neither  Taseko nor any of its  Subsidiaries  is in conflict
with, or in default  (including  cross-defaults) or violation of, in any respect
which is material  and adverse to Taseko or the  particular  Subsidiary,  as the
case may be:

(a) its memorandum or articles or equivalent organizational documents;

(b) any law, rule, order, permit, judgment or decree applicable to Taseko or any
of its Subsidiaries or by which any one of their respective  properties is bound
or affected,  which conflict,  default or violation would  constitute a Material
Adverse Change; or

(c)  any  contract,  agreement,  lease,  licence,  permit,  franchise  or  other
instrument or obligation to which Taseko or any of its  Subsidiaries  is a party
or by  which  Taseko  or any  of its  Subsidiaries  or any of  their  respective
properties is bound or affected which would result in a Material  Adverse Change
or materially  impede the  completion of the  transactions  contemplated  in the
Agreement.

In particular, and without limiting the generality of the foregoing,  Taseko has
complied with the provisions of all applicable  securities  legislation,  except
for non-compliance that could not reasonably be expected to result in a Material
Adverse Change.

3.2.10  Taseko  Financial   Statements.   The  financial  statements  of  Taseko
previously  filed  in the  Taseko  Securities  Reports  present  fairly,  in all
material respects, the consolidated financial position of Taseko and the results
of its  operations  and its cash  flows as of the  respective  dates and for the
periods presented therein in conformity with GAAP as in effect on the applicable
dates of such financial  statements and applied on a consistent basis, except as
noted therein and except that in the case of the unaudited financial statements,
no notes are included and such unaudited financial  statements may be subject to
normal  adjustments  that would be made in the course of an audit and that would
not be material and adverse to Taseko.

3.2.11  Litigation.   There  are  no  claims,   actions,   proceedings,   suits,
investigations,  reviews, judgments, or decrees outstanding,  pending or, to the
knowledge  of  Taseko,  threatened  against  or  involving  Taseko or any of its
Subsidiaries or any of their  businesses,  assets or properties before any court
or other tribunal or by or before any agency or arbitrator,  that,  individually
or in the aggregate, if adversely determined, would result in a Material Adverse
Change. As at the date hereof neither Taseko nor any of its Subsidiaries nor any
of their assets or properties  is subject to any judgment  order or decree which
was or will result in a Material Adverse Change.

3.2.12 Disclosure. There is no fact which Taseko or the Taseko Subsidiaries have
not disclosed to GESL and of which any of its officers,  directors or members of
senior  management  is aware and  which has  resulted,  or would  reasonably  be
expected to result in a Material Adverse Change to Taseko.

3.2.13 Tax Filings.  Taseko has filed all tax returns required to be filed by it
and has paid all taxes which are due and  payable,  and has made all accruals in
its financial statements for taxes payable by it for the current period.

3.3      SURVIVAL

For greater  certainty,  the  representations  and  warranties  of each of GESL,
Gibraltar 2002 No. 2, Taseko and the Taseko Subsidiaries  contained herein shall
survive the termination of this Agreement for a period of one year.

                                   ARTICLE 4.

                              REGULATORY APPROVALS

4.1      APPLICATIONS

The parties hereto  covenant and agree to proceed  diligently,  in a coordinated
fashion, to apply for and obtain the Appropriate Regulatory Approvals.

4.2      OBTAINING OF APPROPRIATE REGULATORY APPROVALS

For purposes of this  Agreement,  no  Appropriate  Regulatory  Approval shall be
considered to have been obtained  unless it is on terms  satisfactory to Taseko,
acting reasonably.

                                   ARTICLE 5.

                                    COVENANTS

5.1      RECOMMENDATION OF ARRANGEMENT

GESL hereby covenants that it will through its Board of Directors recommend that
GESL Shareholders vote all of their GESL Shares in favour of the Arrangement and
GESL through its Board of Directors shall publicly reconfirm such recommendation
upon the reasonable request in writing from time to time of Taseko.

5.2      COVENANTS OF GESL

GESL hereby also covenants  that,  from the date hereof until the earlier of (i)
the Effective Date, or (ii) this Agreement  having been  terminated  pursuant to
Article 7 hereof, GESL shall:

5.2.1 not take any action of any kind which might reduce the  likelihood  of, or
interfere with, the completion of the Arrangement including, but not limited to,
any action to solicit, assist or encourage enquiries, submissions,  proposals or
offers from any other Person,  entity or group of Persons  relating to, and will
not continue or participate  in any  discussions  or  negotiations  regarding or
furnish to any other  Person,  entity or group of Persons any  information  with
respect to, or otherwise co-operate in any way with or assist or participate in,
or facilitate or encourage any effort or attempt with respect to:

5.2.1.1 the direct or indirect  acquisition  or  disposition  of all or any GESL
Shares or any other securities of GESL; or

5.2.1.2  any  amalgamation,  merger,  sale of all or any part of  GESL's  assets
(other than in the ordinary  course of business),  take-over bid,  tender offer,
plan of  arrangement,  issuer bid,  reorganization,  dividend  or  distribution,
recapitalization, liquidation or winding-up of, or other business combination or
similar transaction involving GESL. Notwithstanding the foregoing, GESL shall be
entitled to supply  information  to a third party in response to an  unsolicited
written proposal which, if implemented,  would, in GESL's  reasonable  judgment,
constitute  a Competing  Transaction  provided  that a copy of such  proposal is
immediately  delivered  to Taseko and  provided  further  that such third  party
enters into a  confidentiality  agreement  with GESL and provided  that all such
information  made available to the third party has been, or immediately will be,
provided to Taseko;

5.2.2 notify Taseko forthwith upon becoming aware of any submission, proposal or
offer  related to a transaction  of the nature  referred to in Section 5.2.1 and
inform  Taseko of all  information  (including  the identity of any  prospective
party and the consideration  proposed) known at that time to GESL regarding such
submission, proposal or offer;

5.2.3 not,  directly or  indirectly,  bid for or purchase any GESL Shares or any
rights to purchase GESL Shares or securities convertible or exercisable into any
GESL Shares,  or attempt to induce any person to purchase  any such  security or
right;

5.2.4 use  commercially  reasonable  efforts  to assist  Taseko to  successfully
complete the transactions contemplated by this Agreement including by making all
regulatory  filings  and  in  obtaining  all  requisite  regulatory   approvals,
including the Appropriate Regulatory Approvals and making submissions and giving
evidence in relation  thereto,  in mailing or otherwise  making and successfully
completing  the  Arrangement  in a manner  which is most tax  effective  for the
parties  hereto,  and in acquiring all  outstanding  GESL Shares pursuant to the
Arrangement;

5.2.5  provide a  current  list of  shareholders  of GESL  prepared  by GESL and
deliver  such list to Taseko  within two Business  Days after  execution of this
Agreement;

5.2.6 use commercially  reasonable efforts to obtain any consents required under
leases and other contracts as a result of the transactions  contemplated by this
Agreement;

5.2.7 use commercially reasonable efforts to cause the conditions in Section 6.1
and Section 6.2 to be satisfied on a timely basis;

5.2.8  immediately  cease to provide to any person (other than Taseko) access to
GESL's information,  properties, books, records, agreements or commitments other
than in the ordinary course of business or as required by applicable law; and

5.2.9  provide or cause to be  provided to Taseko all proxy  return  information
with respect to the GESL Meeting on a timely basis upon request by Taseko.

5.3      OPERATION OF BUSINESS

GESL  hereby  covenants  from the  date  hereof  until  the  earlier  of (i) the
Effective Date or (ii) this Agreement having been terminated pursuant to Article
7 hereof,  (except as Taseko shall otherwise  consent which consent shall not be
unreasonably  withheld) to carry on business only in the usual course consistent
with past practice and that it shall:

5.3.1 not take any action  (directly or  indirectly)  with respect to any of the
following,  except to the extent  necessary to give effect to obligations  under
this Agreement:

5.3.1.1 any take-over bid, tender offer, issuer bid, merger, amalgamation,  plan
of arrangement  (other than the  Arrangement),  reorganization or other business
combination or similar  transaction  involving GESL or substantially  all of its
assets;

5.3.1.2  any joint  venture,  strategic  alliance,  non-competition  or  similar
restrictive  covenant or other transaction with strategic  implications for GESL
or which may have an adverse effect on Taseko;

5.3.1.3 make any change in its debt or equity capitalization (including, but not
limited  to,  any  increase  in the  amount  or  maturity  of  its  consolidated
borrowings) or any conversion of short term borrowings into long term borrowings
other  than  accessing  existing  credit  facilities  in the  normal  course  of
business;

5.3.1.4 declaring or paying any dividend or declaring, authorizing or making any
distribution  of, on or in respect of any of its securities  whether  payable in
cash, securities or otherwise;

5.3.1.5 the amendment of its memorandum or articles, or the issuance or purchase
or other  acquisition  of any  shares  of its  capital  stock or of any class of
securities convertible into, or rights, warrants or options to acquire, any such
shares or other convertible securities, except as referred to in this Agreement;

5.3.1.6  agreeing  or  committing  to  guarantee  the  payment  of any  material
indebtedness;

5.3.2 not sell or issue any GESL  Shares and not grant any  options to  purchase
GESL Shares;

5.3.3  except as  otherwise  contemplated  hereby or in the  ordinary  course of
business, not enter into or amend existing agreements,  commitments or contracts
which  are  material  to  GESL  which  alone  accounts  for  10% or  more of the
consolidated revenues of GESL;

5.3.4  promptly  advise  Taseko  of any  fact  or any  change  in the  business,
operations, affairs, assets, liabilities,  capitalization or financial condition
of GESL or Gibraltar  2002 No. 2 that could  reasonably be expected to result in
or give rise to a Material Adverse Change; and

5.3.5  not  enter  into any  transaction  or  perform  any act  which  might (i)
interfere or be inconsistent  with the successful  completion of the Arrangement
(ii) render  inaccurate  any of the  representations  and  warranties  set forth
herein if such  representations and warranties were made at a date subsequent to
such transaction or act and all references to the date hereof were to such later
date, or (iii)  adversely  affect GESL's  ability to perform and comply with its
covenants and agreements under this Agreement.

5.4      CIRCULAR DISCLOSURE COVENANTS

5.4.1 GESL Covenant.  GESL hereby  covenants to Taseko that GESL will provide to
Taseko,  both  on  the  date  of the  Circular  and on  the  Effective  Date,  a
representation and warranty that the disclosure pertaining to GESL and Gibraltar
2002 No. 2 in the Circular  does not contain any untrue  statement  and does not
omit to state  any  material  fact  that is  required  to be  stated  or that is
necessary to prevent a statement  that is made from being false or misleading in
the circumstances in which it was made.

5.4.2 Taseko Covenant.  Taseko hereby covenants to GESL that Taseko will provide
to  GESL,  both  on the  date  of the  Circular  and on the  Effective  Date,  a
representation and warranty that the disclosure in the Circular does not contain
any  untrue  statement  and does not omit to state  any  material  fact  that is
required to be stated or that is necessary  to prevent a statement  that is made
from being false or misleading in the circumstances in which it was made.

5.5      COVENANTS OF TASEKO

Taseko hereby  covenants  that from the date hereof until the earlier of (i) the
Effective  Date,  or (ii) this  Agreement  having  been  terminated  pursuant to
Article 7 hereof, Taseko shall:

5.5.1  use  commercially   reasonable  efforts  to  successfully   complete  the
Arrangement  including  co-operating  with GESL in preparing the Circular and in
making all requisite  regulatory filings and giving evidence in relation to such
filings;

5.5.2  use  commercially  reasonable  efforts  to obtain  acceptance  by the TSX
Venture  Exchange of the Arrangement and to cause the Taseko Shares to be issued
upon the Arrangement  becoming  effective to be listed and posted for trading on
the TSX Venture Exchange on or before the Effective Date; and

5.5.3 use  commercially  reasonable  efforts to cause the conditions in Sections
6.1 and 6.3 to be satisfied on a timely basis.

5.6      COVENANTS REGARDING A COMPETING TRANSACTION

5.6.1  Competing  Transaction.  Nothing in this Agreement shall prevent the GESL
Board of Directors from  withdrawing,  modifying or changing any  recommendation
regarding the Arrangement in response to a bona fide Competing  Transaction that
has not been  solicited,  assisted,  or encouraged by or on behalf of GESL or by
any advisor to or director, officer or employee of GESL or any Affiliate thereof
where (i) written  notice has been given to Taseko  pursuant to Section  5.6.2.1
hereof and Taseko has not exercised its rights under Section  5.6.2.2,  and (ii)
where in the opinion of the special  committee of the Board of Directors  acting
in good faith,  after  consulting  its outside  legal  counsel,  a failure to so
respond would be inconsistent with the performance of its fiduciary  obligations
under applicable law.

5.6.2 Notification of Competing Transaction. GESL shall inform Taseko in writing
forthwith upon becoming aware of a Competing  Transaction and GESL and its Board
of Directors shall not withdraw,  modify,  amend or change its recommendation to
GESL Shareholders to vote in favour of the Arrangement unless:

5.6.2.1 it has provided  Taseko with notice in writing  delivered to Taseko that
there is a Competing  Transaction together with all documentation related to and
detailing  the  Competing  Transaction  at least five Business Days prior to the
date on which the Board of  Directors  proposes to  withdraw,  modify,  amend or
change  its  recommendation  to  GESL  Shareholders  to vote  in  favour  of the
Arrangement,  which notice may be given only if the  Competing  Transaction  has
been publicly announced or made on or before the fifth Business Day prior to the
Meeting Date; and

5.6.2.2 Taseko,  within five Business Days after receipt of the notice and other
documentation  referred to in Section  5.6.2.1,  does not  publicly  announce an
intention to amend the terms of this Agreement and the Arrangement the result of
which would be, upon acceptance by GESL (and, if applicable,  other approvals of
the Court),  a transaction  having a value per GESL Share greater than the value
per GESL Share under the  Competing  Transaction,  and does not offer to GESL to
amend this  Agreement  within two Business  Days after such public  announcement
and,  in any event  before  the  Meeting  Date;  provided  that if more than one
Competing  Transaction exists, the provisions of this Section shall apply to and
in respect of only the  Competing  Transaction  that the GESL Board of Directors
concludes is the superior transaction and has so notified Taseko in writing.

5.7      TASEKO'S ACCESS TO INFORMATION

Notwithstanding  the  pre-agreement  investigation  of GESL  conducted  by or on
behalf of Taseko,  GESL shall give Taseko and its authorized  agents  reasonable
ongoing access during the term of this Agreement upon reasonable notice to GESL,
to  all  of  GESL's  and  its  Subsidiaries'   information,   senior  personnel,
properties, books, records, agreements and commitments, as Taseko may reasonably
require. In addition,  GESL shall co-operate with Taseko and any such authorized
persons in their review and furnish  such persons with all material  information
with  respect to GESL and its  Subsidiaries  and their  ongoing  operations  and
activities  as Taseko or any person  authorized by them may  reasonably  request
provided  that  Taseko  shall   designate  the   individual  or  individuals  to
co-ordinate  such access and further provided that Taseko shall not unreasonably
disrupt  the normal  business  operations  of GESL or its  Subsidiaries.  GESL's
obligations under this Section are subject to any legally binding obligations of
confidentiality in favour of any third party.

5.8      GESL'S ACCESS TO INFORMATION

Notwithstanding  the  pre-agreement  investigation  of Taseko conducted by or on
behalf of GESL,  Taseko  shall give GESL and its  authorized  agents  reasonable
ongoing  access  during the term of this  Agreement  upon  reasonable  notice to
Taseko, to all of Taseko's and its Subsidiaries'  material  information,  senior
officers,  and  material  agreements  and  commitments,  as GESL may  reasonably
require. In addition,  Taseko shall co-operate with GESL and any such authorized
persons in their review and furnish  such persons with all material  information
with respect to Taseko and its Subsidiaries as GESL or any person  authorized by
them may reasonably  request,  provided that GESL shall designate the individual
or individuals to co-ordinate  such access and further  provided that GESL shall
not  disrupt  the  normal  business  operations  of Taseko or its  Subsidiaries.
Taseko's  obligations  under this  Section are  subject to any  legally  binding
obligations of confidentiality in favour of any third party.

                                   ARTICLE 6.

                                   CONDITIONS

6.1      MUTUAL CONDITIONS PRECEDENT

The respective obligations of the parties hereto to complete the Arrangement and
the other  transactions  contemplated  by this Agreement shall be subject to the
satisfaction,  on or before the  Effective  Date,  of the  following  conditions
precedent,  each of which may be waived only by the mutual consent of Taseko and
GESL:

6.1.1 the  Arrangement  shall have been approved at the GESL Meeting by at least
75% of the votes cast by GESL  Shareholders  represented  and voting at the GESL
Meeting  and by a  majority  of such  votes  other  than the  votes of  Excluded
Shareholders;

6.1.2 the Arrangement shall have been approved at the GESL Meeting in accordance
with any  conditions  in addition to those set out in Section 6.1.1 which may be
imposed  by the  Interim  Order and which are  satisfactory  to each of GESL and
Taseko, acting reasonably;

6.1.3 the Interim  Order and the Final  Order  shall each have been  obtained in
form and terms satisfactory to each of GESL and Taseko,  acting reasonably,  and
shall not have been set aside or  modified in a manner  unacceptable  to each of
GESL and  Taseko on appeal or  otherwise  and the Final  Order  shall  have been
accepted for filing by the Registrar;

6.1.4 there shall not be in force any order or decree  restraining  or enjoining
the  consummation of the Arrangement or the other  transactions  contemplated by
this Agreement;

6.1.5    this Agreement shall not have been terminated pursuant to Section 7.3;

6.1.6 the  Arrangement  shall have been  accepted  for filing by the TSX Venture
Exchange and the Taseko Shares issuable  pursuant to the Arrangement  shall have
been conditionally approved for listing on the TSX Venture Exchange,  subject to
the filing of required documentation; and

6.1.7 all necessary  regulatory approvals shall have been obtained to permit the
issuance and first resale of the Taseko Shares without the  qualification  with,
or  approval  of, or the filing of any  document  including  any  prospectus  or
similar  document or the taking of any proceeding  with, or the obtaining of any
further  order,  ruling or consent from any  Governmental  Entity or  regulatory
authority  under the Securities Act or pursuant to the rules and  regulations of
any regulatory authority administering such Laws, or the fulfilment of any other
legal  requirement in any such  jurisdiction  (other than,  with respect to such
first  resales,  any  restrictions  on  transfer  by reason of a holder  being a
"control person" for purposes of the Securities Act).

6.2 ADDITIONAL  CONDITIONS PRECEDENT TO THE OBLIGATIONS OF TASEKO AND THE TASEKO
SUBSIDIARIES

The  obligations  of  Taseko  and  the  Taseko   Subsidiaries  to  complete  the
transactions  contemplated  by  this  Agreement  shall  also be  subject  to the
satisfaction,  on or  before  the  Effective  Date,  of  each  of the  following
conditions precedent (each of which is for Taseko's exclusive benefit and may be
waived by Taseko and any one or more of which, if not satisfied or waived,  will
relieve Taseko of any obligation under this Agreement):

6.2.1 all covenants of GESL and Gibraltar  2002 No. 2 under this Agreement to be
performed on or before the Effective Date shall have been duly performed by GESL
and Gibraltar 2002 No. 2 in all material respects;

6.2.2 the  representations  and warranties of GESL and Gibraltar 2002 No. 2 made
pursuant to this  Agreement  shall be true and correct in all material  respects
immediately  prior  to the  Effective  Date as if  made  on and as of such  date
(except to the extent such representations and warranties speak as of an earlier
date,  in which  event such  representations  and  warranties  shall be true and
correct in all material  respects as of such earlier date, or except as affected
by transactions contemplated or permitted by this Agreement);

6.2.3 the Board of Directors  shall have adopted all necessary  resolutions  and
all other necessary corporate action shall have been taken by GESL and Gibraltar
2002  No.  2, to  permit  the  consummation  of the  Arrangement  and the  other
transactions contemplated hereby;

6.2.4 the Board of  Directors  shall  have made and shall not have  modified  or
amended,  in a  manner  adverse  to  Taseko,  prior  to  the  GESL  Meeting,  an
affirmative  recommendation  that  GESL  Shareholders  vote  in  favour  of  the
Arrangement;

6.2.5  the  Appropriate   Regulatory  Approvals  shall  have  been  obtained  in
accordance with Article 4 and shall be in full force and effect and shall not be
the  subject  of any  stop-order  or  proceedings  seeking a  stop-order  or any
revocation proceedings;

6.2.6  between  the date  hereof and the  Effective  Date,  there shall not have
occurred,  in the  judgment of Taseko,  acting  reasonably,  a Material  Adverse
Change with respect to GESL;

6.2.7 Taseko shall have  determined in its  reasonable  judgment that there does
not exist any covenant,  term or condition in any of the material instruments or
agreements  to which any of GESL or Gibraltar  2002 No. 2 is a party or to which
they or any of their  properties  or assets  are  subject  (of which  Taseko was
unaware at the date of this Agreement)  which may be breached or cause a default
or permit third parties to exercise rights against any of GESL or Gibraltar 2002
No. 2 which would result in a Material  Adverse Change with respect to GESL as a
result of the Arrangement becoming effective;

6.2.8 Taseko shall be satisfied  that (i) no action,  suit or  proceeding  shall
have been  threatened  to be taken or taken before or by any domestic or foreign
arbitrator,  court or  tribunal  or  governmental  agency  or  other  regulatory
authority or administrative  agency or commission or by any elected or appointed
public  official  or  private  person  (including,   without   limitation,   any
individual,  company,  firm,  group or other  entity)  in Canada  or  elsewhere,
whether  or not having the force of law,  and (ii) no law,  regulation,  rule or
policy shall have been proposed, enacted, promulgated or applied, in the case of
(i) or (ii) above:

6.2.8.1 to cease  trade,  enjoin,  prohibit or impose  material  limitations  or
conditions on the completion of the Arrangement or the right of Taseko to own or
exercise full rights of ownership of all of the outstanding  GESL Shares and all
of the outstanding shares of Gibraltar 2002 No. 2 owned by GESL;

6.2.8.2 which, if the Arrangement  was completed,  could in Taseko's  reasonable
judgment adversely affect GESL;

6.2.9 there shall not exist any  prohibition  at law  against  Taseko  owning or
exercising full rights of ownership of all of the outstanding GESL Shares;

Taseko  may not rely on the  failure  to  satisfy  any of the  above  conditions
precedent as a basis for  non-compliance  by Taseko with its  obligations  under
this  Agreement if the condition  precedent  would have been satisfied but for a
default by Taseko in complying with its obligations hereunder.

6.3  ADDITIONAL  CONDITIONS  PRECEDENT TO THE  OBLIGATIONS OF GESL AND GIBRALTAR
2002 NO. 2

The  obligations of GESL and Gibraltar  2002 No. 2 to complete the  transactions
contemplated by this Agreement shall also be subject to the satisfaction,  on or
before the Effective Date, to each of the following  conditions  precedent (each
of which is for the exclusive  benefit of GESL and may be waived by GESL and any
one or more of which,  if not  satisfied  or waived,  will  relieve  GESL of any
obligation under this Agreement):

6.3.1 all covenants of Taseko and the Taseko  Subsidiaries  under this Agreement
to be performed on or before the Effective  Date shall have been duly  performed
by Taseko and the Taseko Subsidiaries in all material respects;

6.3.2 all representations and warranties of Taseko under this Agreement shall be
true and correct in all material  respects  immediately  prior to the  Effective
Date  as  if  made  on  and  as  of  such  date   (except  to  the  extent  such
representations  and warranties speak as of an earlier date, in which event such
representations  and  warranties  shall  be true  and  correct  in all  material
respects  as of such  earlier  date,  or  except  as  affected  by  transactions
contemplated or permitted by this Agreement);

6.3.3  the board of  directors  of  Taseko  shall  have  adopted  all  necessary
resolutions,  and all other necessary  corporate action shall have been taken by
Taseko and each of the Taseko  Subsidiaries,  to permit the  consummation of the
Arrangement and the issue of the Taseko Shares contemplated thereby; and

6.3.4  between  the date  hereof and the  Effective  Date,  there shall not have
occurred, in the judgment of GESL, acting reasonably,  a Material Adverse Change
with respect to Taseko.

GESL  may  not  rely on the  failure  to  satisfy  any of the  above  conditions
precedent as a basis for  non-compliance by GESL with its obligations under this
Agreement if the condition precedent would have been satisfied but for a default
by GESL in complying with its obligations hereunder.

6.4      NOTICE AND CURE PROVISIONS

The  parties  hereto  will  give  prompt  notice  to the  other  parties  of the
occurrence,  or failure  to occur,  at any time from the date  hereof  until the
Effective  Date,  of any event or state of facts  which  occurrence  or  failure
would, or would be likely to:

6.4.1 constitute a material breach of any  representations  or warranties of the
other contained herein or which would cause such  representations and warranties
to be untrue or inaccurate in any material respect on the Effective Date; or

6.4.2 result in the failure to comply with or satisfy any covenant, condition or
agreement to be complied with or satisfied by the other  hereunder  prior to the
Effective Date.

None of the parties  hereto may elect not to  complete  the  Arrangement  or the
other  transactions  contemplated  hereby  pursuant to the conditions  precedent
contained  in  Sections  6.1,  6.2 and 6.3, or exercise  any  termination  right
arising therefrom, unless forthwith such party has delivered a written notice to
the  other   specifying  in   reasonable   detail  all  breaches  of  covenants,
representations and warranties or other matters which such party is asserting as
the basis for the  non-fulfilment of the applicable  condition  precedent or the
exercise  of the  termination  right,  as the case may be. If any such notice is
delivered,  provided  that  such  party is  proceeding  diligently  to cure such
matter,  if such matter is susceptible to being cured, the other parties may not
terminate this Agreement prior to April 30, 2003.

                                   ARTICLE 7.

                            AMENDMENT AND TERMINATION

7.1      AMENDMENT

This  Agreement  may,  at any time and from  time to time  before  or after  the
holding of the GESL Meeting but not later than the Effective Date, be amended by
mutual  written  agreement of the parties  hereto,  and any such  amendment may,
without limitation:

7.1.1 change the time for  performance of any of the  obligations or acts of the
parties;

7.1.2 waive any inaccuracies or modify any  representation or warranty contained
herein or in any document delivered pursuant hereto;

7.1.3 waive  compliance with or modify any of the covenants herein contained and
waive or modify performance of any of the obligations of the parties; and

7.1.4 waive compliance with or modify any conditions precedent herein contained;

provided that notwithstanding the foregoing, the terms of this Agreement and the
Plan of Arrangement shall not be amended in a manner  materially  prejudicial to
the GESL Shareholders without the approval of the GESL Shareholders given in the
same manner as required by law for the approval of the  Arrangement or as may be
ordered by the Court.

7.2      MUTUAL UNDERSTANDING REGARDING AMENDMENTS

The parties agree that if any party proposes any amendment or amendments to this
Agreement or to the Plan of  Arrangement,  the other parties will act reasonably
in  considering  such  amendment  and if the other  parties  and their  security
holders are not  prejudiced  by reason of any such  amendment  such parties will
co-operate in a reasonable  fashion with the party  proposing the amendment,  so
that such amendment can be effected subject to applicable Laws and the rights of
the security holders.

7.3      TERMINATION

7.3.1  Termination by GESL. GESL, when not in default in any material respect in
the performance of its obligations  under this Agreement may, without  prejudice
to any other rights, terminate this Agreement by written notice to Taseko if:

7.3.1.1 any condition  contained in Section 6.1 or 6.2 is not satisfied by April
30, 2003 to the satisfaction of GESL, acting reasonably;

7.3.1.2 any  representation  or warranty of Taseko in this  Agreement  shall not
have been as of the date hereof,  as of the date on which the Circular is mailed
and as of the Effective Date, true and correct in all material respects;

7.3.1.3  Taseko  fails  to  comply  in  any  material  respect  with  any of its
obligations under this Agreement; or

7.3.1.4  Taseko has been notified in writing by GESL of a Competing  Transaction
in accordance with Section 5.6.2.1 and Taseko does not take the action described
in Section 5.6.2.2 within the time periods specified therein.

7.3.2 Termination by Taseko. Taseko, when not in default in any material respect
in  the  performance  of its  obligations  under  this  Agreement  may,  without
prejudice to any other rights,  terminate  this  Agreement by written  notice to
GESL if:

7.3.2.1 any condition  contained in Section 6.1 or 6.3 is not satisfied by April
30, 2003 to the satisfaction of Taseko acting reasonably;

7.3.2.2  the  Circular  has not been  mailed to the  shareholders  of GESL on or
before April 14, 2003, for any reason other than a default of Taseko hereunder;

7.3.2.3 any  representation or warranty of GESL in this Agreement shall not have
been as of the date  hereof,  as of the date on which the Circular is mailed and
as of the Effective Date, true and correct in all material respects;

7.3.2.4 GESL fails to comply in any material respect with any of its obligations
under this Agreement;

7.3.2.5 for any reason other than the default of Taseko  hereunder the Effective
Date has not occurred on or before April 30, 2003 ; or

7.3.2.6  Taseko has been notified in writing by GESL of a Competing  Transaction
in accordance with Section 5.6.2.1 and Taseko does not take the action described
in Section 5.6.2.2 within the time periods specified therein.

7.3.3 Mutual  Termination.  This  Agreement may, at any time before or after the
holding of the GESL Meeting but not later than the Effective Time:

7.3.3.1 be terminated by the mutual  agreement of the parties  (without  further
action on the part of GESL's shareholders if terminated after the holding of the
GESL Meeting); or

7.3.3.2  be  terminated  by GESL by  written  notice  to Taseko  and the  Taseko
Subsidiaries   upon  the  failure  of  the  GESL  Shareholders  to  approve  the
Arrangement at the GESL Meeting.

7.3.4 Effect of  Termination.  In the case of any  termination of this Agreement
pursuant  to this  Article 7, this  Agreement  shall be of no further  force and
effect.

                                   ARTICLE 8.

                                     CLOSING

8.1      TASEKO CLOSING DOCUMENTS

On the Effective Date, Taseko shall provide to GESL:

8.1.1 an officer's  certificate  certifying as of the  Effective  Date as to the
accuracy of the representations and warranties in Section 3.2; and

8.1.2  an  opinion  of legal  counsel  to  Taseko  as to the  incorporation  and
existence of Taseko and the Taseko Subsidiaries; the power of Taseko to carry on
its  business  and  enter  into  this  Agreement;  the  enforceability  of  this
Agreement; compliance with all legal and regulatory requirements with respect to
the  Arrangement;  the valid  issuance  of the  common  shares of Taseko  issued
pursuant  to  the  Arrangement;  and  the  tradeability  of  such  shares  under
applicable securities laws.

8.2      GESL CLOSING DOCUMENTS

On the Effective Date, GESL shall provide to Taseko:

8.2.1 an officer's  certificate  certifying as of the  Effective  Date as to the
accuracy of the representations and warranties in Section 3.1; and

8.2.2 an opinion of legal counsel to GESL as to the  incorporation and existence
of GESL and its Subsidiaries; the ownership by GESL of Gibraltar 2002 No. 2; and
the power of GESL and  Gibraltar  2002 No. 2 to carry on their  business  and to
enter into this Agreement.

                                   ARTICLE 9.

                                     GENERAL

9.1      NOTICES

All  notices  and other  communications  which may or are  required  to be given
pursuant to any  provision of this  Agreement  shall be given or made in writing
and shall be deemed to be validly  given if served  personally or by telecopy or
email, in each case addressed to the particular party at:

(a) Taseko, as follows:

Taseko Mines Limited
1020 - 800 West Pender Street
Vancouver, B.C.

V6C 2V6

Attention:        Ronald W. Thiessen
Fax:              (604) 684-8092

with a copy to:

Lang Michener
1500 - 1055 West Georgia Street
Vancouver, B.C.
V6E 4N7

Attention:        Bernhard Zinkhofer
Fax:              (604) 685-7084

(b) GESL and Gibraltar 2002 No. 2, as follows:

Gibraltar Engineering Services Limited
920 - 800 West Pender Street
Vancouver, B.C.

V6C 2V6

Attention:        Brian F. Causey
Fax:              (604) 681-2741

with a copy to:

Davis & Company
2800 Park Place
666 Burrard Street
Vancouver, B.C.

V6C 2Z7

Attention:        Albert J. Hudec
Telecopier:       (604) 687-1612

or at such other address of which any party may,  from time to time,  advise the
other parties by notice in writing given in accordance  with the foregoing.  The
date of receipt of any such notice shall be deemed to be the date of delivery or
facsimile thereof.

9.2      ASSIGNMENT

This  Agreement  shall not be assignable by any party hereto without the consent
of the other party.

9.3      FURTHER ASSURANCES

Each party hereto shall,  from time to time, and at all times hereafter,  at the
request of the other party hereto,  but without  further  consideration,  do all
such  further  acts and  execute  and deliver  all such  further  documents  and
instruments as shall be reasonably  required in order to fully perform and carry
out the terms and intent hereof.

9.4      EXPENSES

Except as otherwise  specifically provided herein, each of the parties shall pay
its own legal,  financial,  advisory,  accounting  and other costs and  expenses
incurred in  connection  with the  preparation,  execution  and delivery of this
Agreement and the  Arrangement  and any other costs and expenses  whatsoever and
howsoever incurred.

9.5      PUBLIC ANNOUNCEMENTS

Except to the extent required by law, securities policy or rule or policy of any
applicable stock exchange,  no public  announcement or press release  concerning
the matters  referred  to in this  Agreement  may be made by the parties  hereto
without  the  prior  consent  of  the  other  party,  such  consent  not  to  be
unreasonably  withheld.  Except to the extent  required  by law, no copy of this
Agreement  may be  provided by the parties  hereto to any other  person,  except
their respective directors, officers, employees, advisors or lenders without the
prior consent of the other party, such consent not be unreasonably withheld. The
provisions of this  Agreement  may be  summarized  in the  Circular,  and in any
material   change  report  filed  by  Taseko  in  connection   with  the  public
announcement of the  Arrangement.  The parties agree to consult with each other,
to the extent reasonably possible, in connection with any public announcement or
other disclosure related to this Agreement.

9.6      GOVERNING LAWS

This Agreement shall be governed by and construed in accordance with the laws of
the Province of British Columbia and the laws of Canada  applicable  therein and
shall be treated in all respects as a British Columbia contract.

9.7      INVALIDITY OF PROVISIONS

If any  term or  other  provision  of this  Agreement  is  invalid,  illegal  or
incapable of being enforced by any applicable rule or law, or applicable  public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the  economic or legal  substance  of
the transactions  contemplated  hereby is not affected in any manner  materially
adverse to any party. Upon such  determination  that any term or other provision
is invalid,  illegal or incapable of being  enforced,  the parties  hereto shall
negotiate  in good faith to modify this  Agreement  so as to effect the original
intent of the parties as closely as possible in an acceptable  manner to the end
that the  transactions  contemplated  hereby are fulfilled to the fullest extent
possible.

9.8      COUNTERPARTS

This  Agreement may be executed in one or more  counterparts,  which may include
facsimile,  each of which  shall be  deemed to be an  original  but all of which
together shall constitute one and the same instrument.

9.9      INVESTIGATION BY PARTIES

No  investigations  made by or on behalf  of a party or any of their  respective
authorized agents at any time shall have the effect of waiving,  diminishing the
scope of or otherwise affecting any representation, warranty or covenant made by
the other parties in or pursuant to this Agreement.

9.10     TIME

Time shall be of the essence of this Agreement.

9.11     AMENDMENTS

This Agreement may not be modified,  amended,  altered or supplemented except in
the manner  contemplated herein and upon the execution and delivery of a written
agreement executed by both parties.

9.12     SPECIFIC PERFORMANCE AND OTHER EQUITABLE RIGHTS

Each of the  parties  recognizes  and  acknowledges  that  Taseko and the Taseko
Subsidiaries would not have agreed to pursue the Arrangement, and GESL would not
have agreed to recommend that  shareholders  vote in favour of the  Arrangement,
unless this  Agreement was executed and,  accordingly,  acknowledges  and agrees
that a breach by a party of any  obligation  in this  Agreement  will  cause the
other parties to sustain injury for which they would not have an adequate remedy
at law for money  damages.  Therefore,  each of the  parties  agrees that in the
event of any such breach,  the  aggrieved  party or parties shall be entitled to
the remedy of  specific  performance  of such  obligation  and  preliminary  and
permanent  injunctive and other equitable relief in addition to any other remedy
to which it may be entitled,  at law or in equity, and the parties further agree
to waive any  requirement  for the securing or posting of any bond in connection
with the obtaining of any such injunctive or other equitable relief.

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



<table>
<s>                                      <C>

TASEKO MINES LIMITED                     CONCENTRATED EXPLORATION LTD.

------------------------------------     --------------------------------------
Authorized Signatory                     Authorized Signatory



GIBRALTAR ENGINEERING SERVICES LIMITED   CONCENTRATED EXPLORATION 2000 LTD.


------------------------------------     --------------------------------------
Authorized Signatory                     Authorized Signatory



GIBRALTAR REFINERY (2002) LTD            GIBRALTAR REFINERY (2002) NO. 2 LTD.



------------------------------------     --------------------------------------
Authorized Signatory                     Authorized Signatory



TASEKO RESOURCES INC


------------------------------------
Authorized Signatory
</table>


</TEXT>
</DOCUMENT>
