AGREEMENT AND DEED OF TRANSFER

AGREEMENT AND DEED OF TRANSFER

THIS AGREEMENT AND DEED OF TRANSFER is dated for reference as of the 16th day of June, 2005.

BETWEEN:

CLYVIA CAPITAL HOLDING GMBH , a company duly formed under the laws of Germany, with its principal office at Kosterstr. 1a, 47053 Duisburg, Germany

(hereinafter called the "Transferor")

OF THE FIRST PART

AND:

RAPA MINING INC. , a corporation duly formed under the laws of Nevada with its principal office at Suite 900, 555 Burrard Street, Vancouver, British Columbia, Canada V7X 1M8

(hereinafter called the "Transferee")

OF THE SECOND PART

THIS DOCUMENT WITNESSES THAT for value received, the receipt and sufficiency of which is hereby acknowledged, the Transferor DOES HEREBY assign to the Transferee all of the Transferor’s shares, rights and interests in Clyvia Technology GmbH, a limited liability company duly formed under the laws of the Federal republic Germany, registered in the commercial register of the Magistrate Court (Amtsgericht) Mön