STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE AGREEMENT ("AGREEMENT") IS MADE EFFECTIVE THIS 23RD
day of SEPTEMBER,  1999 BY AND BETWEEN LIBERTY MINT, LTD. ("Seller"), a Colorado
corporation  having  principal  offices in Provo,  Utah and a mailing address of
P.O. Box 1950, Orem, Utah 84059, and CALBEAR GAS, LLC ("Buyer"), a Texas limited
liability  company having  principal  offices at 268 West 400 South,  Suite 300,
Salt Lake City, Utah 84101, with respect to the following:

                                    RECITALS

         WHEREAS, Seller owns a controlling interest,  amounting to 88.2% of the
outstanding  common  shares,  in  its  subsidiary  Liberty  Mint,  Inc.,  a Utah
corporation  ("the  Subsidiary"),  which  percentage  equates  to  approximately
7,291,326 shares of the Subsidiary's common stock; and

         WHEREAS, Seller desires  to sell  and Buyer  desires to purchase all of
Seller's shares in the Subsidiary;

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the mutual promises,  covenants and
agreements contained herein, and for other good and valuable consideration,  the
receipt and adequacy of which is expressly acknowledged,  Seller and Buyer agree
as follows:

1.       PURCHASE AND SALE OF STOCK

         Upon the terms and conditions contained in this Agreement, Buyer agrees
to purchase and acquire, and Seller agrees to sell, transfer, assign and convey,
Eighty Eight and Two Tenths percent (88.2%) of the issued and outstanding shares
of the Subsidiary (the "Subsidiary Control Shares"), which percentage equates to
approximately  7,291,326 shares of the  Subsidiary's  common stock, all of which
shares shall be restricted  pursuant to Rule 144 of the  Securities  Act of 1933
(the "Act").  Upon execution of this Agreement,  all shares will be deemed fully
paid and non-assessable.

2.       PURCHASE PRICE.

         Buyer  agrees to pay,  and Seller  agrees to accept as payment in full,
the aggregate  purchase price of Twenty-Five  Dollars  ($25.00) cash in exchange
for the Subsidiary  Control Shares.  Seller hereby  acknowledges the receipt and
adequacy of this amount. Upon the execution of this Agreement  ("Closing"),  the
certificate  for the  Subsidiary  Control Shares shall be delivered to Buyer not
later than 3 days thereafter,  and the parties hereby acknowledge that Seller is
relying upon representations made herein by Buyer in making this sale.

3.       REPRESENTATIONS AND WARRANTIES OF BUYER:

          a.   Buyer is acquiring  the Shares for its own account and not with a
               view to any distribution within the meaning of the Securities Act
               of 1933, as amended (the "Act").  Buyer  acknowledges that it has
               been  advised and is aware that (i) the Seller is relying upon an
               exemption   under   the   Act   predicated   upon   the   Buyer's
               representations and warranties  contained in this Agreement,  and
               (ii) the Shares sold to the Buyer pursuant to this Agreement will
               be  "restricted  stock"  within  the  meaning  of the  rules  and
               regulations  (the  "Rules")  promulgated  by  the  United  States
               Securities and Exchange  Commission  ("SEC") pursuant to the Act.
               Unless,  and until, the Shares are registered under the Act, they
               will be subject to limitations upon resale set forth in the Rules
               or in other  administrative  interpretations by the SEC in effect
               at the time of the proposed sale or other disposition.

          b.   Buyer has received all of the information it considers  necessary
               or appropriate  for  determining  whether to purchase the Shares.
               Buyer  is  familiar  with  the  business,   affairs,   risks  and
               properties  of the  Seller and the  Subsidiary.  Buyer has had an
               opportunity  to ask  questions  of and receive  answers  from the
               Seller, and its officers, directors and other

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               representatives, regarding the Subsidiary and the terms and cond-
               itions of  the sale of the Subsidiary  Control Shares.  Buyer has
               had the opportunity to  obtain  any  additional  information  the
               Seller possesses or could acquire  without   unreasonable  effort
               or expense, necessary to verify the accuracy  of the  information
               furnished.

          c.   Buyer has such  knowledge and expertise in financial and business
               matters  that  it  is  capable  of  evaluating   the  merits  and
               substantial  risks of an  investment  in the  Subsidiary  Control
               Shares and is able to bear the  economic  risks  relevant  to the
               purchase of such Shares.

          d.   Buyer is relying solely upon  independent  consultation  with its
               professional,  legal, tax and accounting advisors and such others
               as Buyer deems to be  appropriate  in purchasing  the  Subsidiary
               Control  Shares;  Buyer has been  advised  to, and has  consulted
               with, its professional tax and legal advisors with respect to any
               tax consequences of investing in the Subsidiary.

          e.   Buyer  recognizes  that an  investment  in the  securities of the
               Subsidiary  involves  substantial risk and understands all of the
               risk factors  related to the purchase of the  Subsidiary  Control
               Shares.

          f.   Buyer  understands that there may be no market for the Subsidiary
               Control Shares.

          g.   Buyer's  financial  condition  is such  that  Buyer  is  under no
               present or contemplated  future need to dispose of any portion of
               Subsidiary Control Shares to satisfy any existing or contemplated
               undertaking, need or indebtedness.

          h.   It is understood that the certificates  evidencing the Subsidiary
               Control Shares will bear substantially the following legends:

                  "THE  SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
                  REGISTERED  UNDER THE  SECURITIES ACT OF 1933. THE SHARES HAVE
                  BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD,  TRANSFERRED
                  OR  ASSIGNED  IN  THE  ABSENCE  OF AN  EFFECTIVE  REGISTRATION
                  STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 OR
                  AN OPINION  OF  COUNSEL,  SATISFACTORY  TO THE  COMPANY,  THAT
                  REGISTRATION IS NOT REQUIRED UNDER SAID ACT."

          i.   The  Buyer  confers  full  authority  upon  the  Seller  and  the
               Subsidiary (i) to instruct its transfer agent not to transfer any
               of the Shares until it has  received  written  approval  from the
               Seller and (ii) affix the legend in subparagraph (h) above to the
               certificate or certificates representing the Shares.

          j.   Buyer  understands  that  the  Seller  is  relying  upon  Buyer's
               representations  and warranties as contained in this Agreement in
               consummating   the  sale  and  transfer  of  the  Shares  without
               registering  them  under  the Act or any  law.  Therefore,  Buyer
               agrees to  indemnify  the Seller  against,  and hold it  harmless
               from,  all losses,  liabilities,  costs,  penalties  and expenses
               (including  attorney's  fees)  which arise as a result of a sale,
               exchange or other  transfer of the Shares other than as permitted
               under  this  Agreement.   Buyer  further   understands  that  the
               Subsidiary  will make an  appropriate  notation  on its  transfer
               records of the restrictions applicable to these Shares.

4.  REPRESENTATIONS  AND  WARRANTIES OF THE SELLER.  The Seller  represents  and
warrants that:

          a    The Seller is a  corporation  duly  organized,  validly  existing
               under the laws of the State of Colorado.

          b.   The Seller has all necessary  corporate power and authority under
               the laws of Colorado and all other  applicable  provisions of law
               to own its  properties and other assets now owned by it, to carry
               on its  business  as now  being  conducted,  and to  execute  and
               deliver and carry out the provisions of this Agreement.

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         c.       All  corporate  action on the part of the Seller  required for
                  the lawful  execution  and delivery of this  Agreement and the
                  sale,  transfer,  and delivery of the Shares has been duly and
                  effectively taken. Upon execution and delivery, this Agreement
                  will constitute a valid and binding  obligation of the Seller,
                  enforceable  in  accordance  with  its  terms,  except  as the
                  enforceability  may  be  limited  by  applicable   bankruptcy,
                  insolvency  or similar laws and judicial  decisions  affecting
                  creditors' rights generally.

5.       SURVIVAL   OF   REPRESENTATIONS,    WARRANTIES   AND   COVENANTS.   The
         representations,  warranties and covenants made by the Seller and Buyer
         in this Agreement shall survive the purchase and sale of the Shares.

6.       TRANSFER AGENT  INSTRUCTIONS.  The Subsidiary's  transfer agent will be
         instructed  to issue one or more stock  certificates  representing  the
         Common Stock with the restrictive legend set forth in Paragraph 3 above
         in the name of Buyer  and will be  advised  that the  Shares  have been
         issued  pursuant to Rule 144 of the  Securities Act of 1933. The Seller
         further  warrants  that no stop  transfer  instructions  other  than as
         referred  to in  Paragraph  3 above  will be given to its  Subsidiary's
         transfer  agent and that these Shares shall be freely  transferable  on
         the books and records of the  Subsidiary,  subject to  compliance  with
         applicable securities laws.

7.       STOCK DELIVERY INSTRUCTIONS.  The share certificates shall be delivered
         to the Buyer at such times and places to be mutually agreed.

8        GOVERNING  LAW.  This  Consulting  Agreement  shall be  governed by and
         interpreted in accordance  with the laws of the State of Utah,  without
         regard to its law on the conflict of laws.  Any dispute  arising out of
         this  Consulting  Agreement  shall be brought  in a court of  competent
         jurisdiction in Salt Lake City, Utah.

9.       MISCELLANEOUS

          A.   NOTICES.  Any notice under this Agreement shall be deemed to have
               been sufficiently  given if sent by registered or certified mail,
               postage prepaid, addressed as follows:

                  To the attention of the President at the address first written
                  above for each respective entity, or any new address which the
                  parties may hereafter designate by written notice. All notices
                  shall be deemed to have been given as of the date of receipt.

          B.   ENTIRE AGREEMENT. This instrument sets forth the entire agreement
               between  the  parties  hereto,  and no prior  or  contemporaneous
               written or oral  statement or agreement  shall be  recognized  or
               enforced.

          C.   SEVERABILITY.  If a court of  competent  jurisdiction  determines
               that any  clause  or  provision  of this  Agreement  is  invalid,
               illegal or unenforceable, the other clauses and provisions of the
               Agreement shall remain in full force and effect.  The clauses and
               provisions  which  the Court  determines  are  void,  illegal  or
               unenforceable  shall be limited so that they  remain in effect to
               the full extent permissible by law.

          D.   ASSIGNMENT.  Neither party may assign this Agreement  without the
               express written consent of the other party. However, if the other
               party consents to the assignment, such assignment will be binding
               on and inure to the benefit of the assignee.

          G.   WAIVER OF JURY TRIAL. To the extent permitted by law, the parties
               hereby irrevocably waive a jury trial in the event of litigation.
               The parties included this provision because of the cost and delay
               of a jury trial and because the parties believe that a jury trial
               would not be  necessary  to resolve any dispute or claim  between
               them.

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          H.   ATTORNEY'S FEES. If either party institutes legal action or other
               proceeding  (including,  but  not  limited  to,  arbitration)  to
               enforce  or  to  declare  any  right  or  obligation  under  this
               Agreement  or  as  a  result  of a  breach,  default  or  misrep-
               resentation  in  connection  with any of the  provisions  of this
               Agreement,  or otherwise  because of a dispute  among the parties
               the  successful or  prevailing  party will be entitled to recover
               reasonable  attorney's  fees.  Attorney's fees shall include fees
               for  appeals,  collections  and other  expenses  incurred in such
               action or proceeding.  Legal fees shall be awarded in addition to
               any other relief to which the prevailing party may be entitled.

          I.   NO THIRD PARTY BENEFICIARY.  Nothing in this Agreement, expressed
               or implied, is intended to confer any rights or remedies upon any
               person other than the parties hereto and their successors.

          J.   FACSIMILE  COUNTERPARTS.  If a party  signs  this  Agreement  and
               transmits an electronic  facsimile of the  signature  page to the
               other party,  the party who receives  the  transmission  may rely
               upon  the  electronic  facsimile  as a  signed  original  of this
               Agreement.

          K.   FURTHER ASSURANCES.  At any time and from time to time, after the
               date of this  Agreement,  each party will execute such additional
               instruments and take such actions as are reasonably  necessary to
               confirm or perfect  title to the Share or  otherwise to carry out
               the intent and purposes of this Agreement.

          L.   AMENDMENT OR WAIVER.  At any time,  this Agreement may be amended
               by a writing  signed by both  parties.  Any term or  condition of
               this Agreement may be waived,  or the time for performance may be
               extended,  by a writing  signed by the party or parties for whose
               benefit the original term, condition,  or time of performance was
               intended.  Every  right  and  remedy  provided  herein  shall  be
               cumulative with every other right or remedy at law, or in equity,
               and may be enforced  concurrently  with any other right or remedy
               available.  No  waiver  by any  party of the  performance  of any
               obligation  by the other  shall be  construed  as a waiver of the
               same or any other default  occurring or existing before,  during,
               or after the express waiver.

          M.   HEADINGS.  The section and subsection  headings in this Agreement
               are inserted  for  convenience  only.  In the event of a conflict
               between a heading and the text of this Agreement,  the text shall
               control the meaning and interpretation of this Agreement.

         IN WITNESS  WHEREOF,  the parties hereto have executed this  Consulting
Agreement on the date first written above.

                  LIBERTY MINT, LTD., Seller

                    /s/
                  ------------------------
                  Dan Southwick, President



                  CALBEAR GAS, LLC, Buyer

                    /s/
                  ------------------------
                  BonnieJean C. Tippetts, President

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