ACQUISITION AGREEMENT

THIS AGREEMENT is dated December 10, 2004

BETWEEN:

RTO INVESTMENTS CORP., a Bahamian corporation

AND

TERRA NOSTRA TECHNOLOGY LTD., a Nevada corporation

WHEREAS:

A.

RTO Investments Corp. (?RTO?) is a private company, having a registered office address of Ansbacher House, PO Box N-7768, Bank Lane, Nassau, Bahamas;

B.

Terra Nostra Technology Ltd. (?Terra Nostra?) is a Nevada corporation with its common shares listed for trading on the United States Over the Counter Bulletin Board (?OTC/BB?) under the trading symbol TNRL, and having an office address of Suite 2818, 1 Place Ville Marie, Montreal, Quebec, Canada.

C.

RTO has entered into a Joint Venture Agreement (?RTO JV Agreement?) with SJCCL (as defined herein).  

D.

RTO has agreed to terminate the RTO JV Agreement and allow Terra Nostra to enter into a new Joint Venture Agreement directly with SJCCL, subject to the issuance to RTO and/or its assigns, of 38,000,000 Post Reverse Split Common Shares (as defined herein) of Terra Nostra (the ?Terra Nostra Acquisition Shares?), to be delivered at Closing (as defined herein).

NOW THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of the mutual premises and the mutual covenants and agreements contained herein, the parties covenant and agree each with the other as follows:

ARTICLE I

DEFINITIONS

Section 1.01.  The following terms shall have the following respective meanings:

(a)

?Closing Date? shall mean on or before January 15, 2005 or any other date that the parties hereto agree to in writing;

(b)

?SJCCL? shall mean the Shandong Jinpeng Copper Co., Ltd., a private corporation organized under the laws of the Province of Shandong, People?s Republic of China;

(c)

?Joint Venture Agreement? shall mean the Joint Venture Agreement entered into by and between Terra Nostra and SJCCL, a copy of which is attached hereto as Schedule 1.01C hereto;

(d)

 ?Joint Venture Company? shall mean the Chinese Foreign Joint Venture Company, Shandong Terra Nostra ? Jinpeng Metallurgical Co., Ltd., to be formed pursuant to the Joint Venture Agreement, of which Terra Nostra shall own fifty-one percent (51%) and SJCCL shall own forty-nine percent (49%);

(e)

 ?RTO Solicitor? shall mean the law firm of Lindsay Kenney of #400, 20033 64^th Avenue, Langley, British Columbia;

(f)

 ?Terra Nostra Solicitor? shall mean the law firm of Lawler & Associates of 1530 ? 9^th Avenue SE, Calgary, Alberta.

(g)

?Post Reverse Split Common Shares? shall mean shares of common stock of Terra Nostra issued subsequent to the completion of a reverse split of the common shares of Terra Nostra on the basis of one common share for every ten common shares issued and outstanding as at the date of this Agreement, which shall be completed pursuant to Section 6.07(a)(i).

ARTICLE II

THE ACQUISITION  

Section 2.01.

Acquisition.  Based upon the terms and subject to the conditions of this Agreement, on the Closing Date, Terra Nostra agrees to issue to RTO, and/or its assigns, 38,000,000 Post Reverse Split Common Shares of Terra Nostra, and RTO agrees to terminate the RTO JV Agreement and allow Terra Nostra to enter into a new Joint Venture Agreement directly with SJCC (the ?Acquisition?).

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF RTO

Section 3.01.

Organization, Standing and Authority; Foreign Qualification.

(a)

RTO is a corporation duly organized, validly existing and in good standing under the laws of the Bahamas with all requisite power and authority to enter into this Agreement.  RTO has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being and as heretofore conducted.

(b)

RTO is duly qualified or otherwise authorized as a foreign corporation to transact business and is in good standing in the jurisdiction of the Bahamas, which is the only jurisdiction in which such qualification or authorization is required by law.  No other jurisdiction has claimed, in writing or otherwise, that RTO is required to qualify or otherwise be licensed therein.  RTO does not file any franchise, income or other tax returns in any other jurisdiction based upon the ownership or use of property therein or the derivation of income therefrom.  

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