M I N I N G  L E A S E

     THIS MINING  LEASE,  (this  Lease) is effective  the 1st day of  September,
1997, (the Effective Date) between HORN SILVER MINES,  INC., a Utah corporation,
(the Lessor) and WORLD  HYDROCARBONS,  INC., a Texas  corporation,  and MINERALS
PROCESSING, INC., a Utah corporation (collectively the Lessees).

                                WITNESSETH

     WHEREAS,  the Lessor is the owner of the  patented  and  unpatented  mining
claims (the Mining Claims)  described on Exhibit A attached hereto,  and thereby
made a part hereof.

     WHEREAS,  the  Lessees  are  interested  in  entering  into a mining  lease
covering the Mining  Claims for the purpose of  exploring  for and mining of the
Wollastonite  reserves  found on the  Mining  Claims  to  which  the  Lessor  is
agreeable under certain terms and conditions.

     NOW,   THEREFORE,   for  and  in  consideration  of  the  mutual  covenants
hereinafter set forth,  and other good and valuable  consideration,  the receipt
and  sufficiency  of which is hereby  acknowledged,  the parties hereto agree as
follows:

     1. Grant of Lease. The Lessor hereby demises,  leases,  and lets the Mining
Claims to the Lessees,  subject,  however, to all of the terms, provisions,  and
conditions hereinafter set forth.

     2. Term of this Lease.  Unless sooner terminated as provided in this Lease,
the term of this Lease shall be for the following periods:

     (a) An initial term of five (5) years from the Effective  Date (the Initial
Term); and

     (b) Four (4) additional terms of five (5) years each after the Initial Term
if prior to the  expiration  of the  pertinent  previous  term the Lessees shall
elect to extend this Lease by giving  notice to the Lessor to that effect in the
manner provided for in Paragraph 17 below.

     3. Wollastonite  Restriction.  This Lease is being granted by the Lessor to
the Lessees so as to enable the Lessees to explore for and mine the Wollastonite
reserves found on the Mining Claims.  Accordingly,  the following  obtains under
this Lease regarding the Mining Claims, viz:

     (a) The  geologic  horizons  covered  by this  Lease are only  those  which
contain  wollastonite  and extend from the  surface to the base of the  deposits
that contain Wollastonite and no further.

     (b) All geologic  horizons other than those described in Subparagraph  3(a)
above are reserved to the Lessor.

     4. Minimum  Royalty.  Subject to the right of the Lessees to terminate this
Lease as provided  below the Lessees  shall pay to the Lessor during the term of
this Lease the following minimum royalty, viz:

     (a) Upon the execution of this Lease,  the sum of One Thousand Five Hundred
Dollars ($1,500.00); and

                                      -1-
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     (b) On the 20th day of each calendar month subsequent to the calendar month
during  which this Lease is so executed,  the sum of One  Thousand  Five Hundred
Dollars  ($1,500.00).  All amounts paid to the Lessor by the Lessees  under this
Paragraph 4 may be accumulated  and deducted from amounts due to the Lessor from
production royalty payable under Paragraph 5 below.

     5.  Production  Royalty.  The Lessees  shall pay to the Lessor a production
royalty as follows:

     (a)   Regarding Wollastonite: Six Percent (6%) of the net
returns.

     (b) Regarding all other minerals included in the Wollastonite and for which
payment is received:  Six Percent (6%) of the net returns.  For purposes of this
Paragraph 5, "net  returns"  mean the gross amount that the Lessees  receive for
any product derived from the Wollastonite produced from the Mining claims.

     6.  Exploratory  Drilling.  (a) before  commencing  any mining  program for
Wollastonite  on the Mining  Claims,  the  Lessees  shall  carry out  sufficient
exploratory  drilling to he able to formulate a mining plan for the Wollastonite
to be found on the Mining Claims.  The Lessees shall prepare a preliminary draft
of this mining  plan and shall  submit it to the Lessor at least sixty (60) days
prior to the date when the Lessees propose to commence  mining for  Wollastonite
on the mining  Claims.  The Lessor shall have thirty (30) days after  receipt of
this preliminary draft to make comments and suggestions to the Lessees about the
proposed  plan.   These  comments  and   suggestions   shall  be  given  serious
consideration  by the  Lessees  in the  formulation  of the final  draft of this
mining plan,  which also shall be submitted to the Lessor.  (b)  Respecting  the
exploratory drilling required under Subparagraph 6(a) above, the Lessees shall:

           (1) Take  samples  in such  manner  as to  provide  the  Lessor  with
duplicates of each sample so taken, as properly divided, bagged, and labelled;

           (2) Provide  the Lessor  with true  copies of all assays,  geological
data, reports,  and all other information obtained respecting the Mining Claims;
all of which shall be at the sole expense of the Lessees.

     7. Lessees' Mining Restrictions.  (a) Any mining operation being carried on
by the  Lessees  on the  Mining  Claims  shall be such as to qualify as a "Small
Mining  Operation"  under Rules  647-1-106  and  647-3-101  et seq. of the Rules
adopted by the Utah Board of Oil,  Gas, and Mining.  (b) The Lessees  shall have
the right to follow the reserves of  Wollastonite  beyond the  boundaries of the
Mining  Claims to other mining  claims  owned by the Lessor under the  following
terms and conditions, viz:

           (1) The Lessees  shall notify the Lessor to that effect in the manner
provided for in Paragraph 17 below,  specifying  therein the area into which the
Lessees propose for such expansion.

           (2) The Lessor shall have thirty (30) days after receipt of such plan
of expansion to approve it, which approval shall not be  unreasonably  withheld.
Upon such  approval,  the area  covered by such plan of  expansion  shall become
subject to all of the terms, provisions, and conditions of this Lease.

     8. Contractor Requirements. All drilling and mining operations conducted by
the Lessees on the Mining  Claims  shall be done by  contractors  having  proven
qualifications and good reputations, notifications as to the identities of which
shall be provided to the Lessor  prior to the Lessees  entering  into  contracts
with such contractors in the manner provided for in Paragraph 17 below.

                                      -2-
<PAGE>
     9. Lessor's  Activities on the Mining Claims. If the Lessor shall desire at
any time  while  this Lease  remains  in effect to carry on any  exploration  or
mining of the Mining  Claims for reserves  other than  Wollastonite,  the Lessor
shall have the right to do this subject to the following restrictions:

     (a) The Lessor  shall  notify the  Lessees  in the manner  provided  for in
Paragraph  17 below of the  Lessor's  intent  to carry out such  exploration  or
mining at least  sixty (60) days prior to the time when the Lessor  contemplates
the beginning of such exploration or mining.

     (b) Any such  exploration  or  mining by the  Lessor  shall be done in such
manner  as not to  interfere  unreasonably  with any  drilling  or mining of the
Wollastonite  reserves  found on the Mining  claims then being  conducted by the
Lessees.

     (c) if during any mining operations of the Lessor on the Mining claims, the
Lessor shall encounter wollastonite reserves of such quantity and quality as the
Lessees  determine to be of  commercial  grade and the Lessees then shall notify
the Lessor to this effect in the manner provided for in Paragraph 17 below, then
from that time on the Lessor  shall at the expense of the Lessor  stockpile  any
such  Wollastonite  reserves for further  processing  by the Lessees  under this
Lease.

     10.  Lessor's  Title  to  the  Mining  Claims.  The  Lessor  covenants  and
represents that to the best of the Lessor's information and belief:

     (a)   The Lessor is the owner of the Mining Claims.

     (b) The Lessor has not sold,  assigned,  conveyed,  or otherwise encumbered
any rights that the Lessor has respecting the Mining claims, except as otherwise
provided in this Lease.

     (c) The Mining Claims are free and clear of all lions, claims.  demands, or
encumbrances, except as otherwise provided in this Lease.

     11.  Mining Rights of that  Lessees.  Except as otherwise  provided in this
Lease,  the Lessees  shall have the  following  exclusive  rights  regarding the
geologic  horizons  in the  Mining  Claims  from the  surface to the bass of the
Wollastonite deposit, viz:

     (a) To enter upon, explore,  examine, and investigate the Mining Claims and
to  survey,  map,  test,and  sample  the  Mining  Claims  and to  carry  on such
geological and geophysical  with respect  thereto as the Lessees,  in their sole
judgment and discretion, may desire;

     (b) To delineate ores and ore occurrences and to drill and secure cores and
samples from the Mining Claims at such places and quantities as the Lessees,  in
their sole judgment and discretion may desire;

     (c) To prospect and search for minerals in or on the Mining Claims by means
of drilling, trenching,  drifting, cross cutting, raising, and sinking of shafts
or winzes or by any other development or exploration methods, whether surface or
underground, as the Lessees, in their sole judgment and discretion may desire;

                                      -3-
<PAGE>
     (d) To mine, extract, mill, process, concentrate, beneficiate, or otherwise
treat any ores or minerals from the Mining Claims in unlimited quantities and to
ship, market,  sell, or otherwise dispose of the same to such established buyers
as the Lessees,  in their sole judgment and  discretion,  may desire,  provided,
however,  that if the Lessees are not dealing on an  arms-length  basis with any
such buyer,  then the amounts  received  from that buyer shall be required to be
equal to the normal amounts that would be received  between  armslength  parties
for the same products;

     (e) To  construct,  install,  operated and maintain  upon the Mining claims
such crushing  facilities,  roads,  power and telephone lines,  ditches,  camps,
hoists,  buildings, and other structures and facilities as the Lessees, in their
sole judgment and discretion, may desire;

     (f) To take any and all other action upon or in connection  with the mining
Claims,  whether similar to the actions  described above in this Paragraph 11 or
not, as the Lessees, in their sole judgment and discretion, may desire.

     12. Protection for the Lessor. During the term of this Lease, the following
rights and restrictions shall be observed, viz:

     (a) The Lessees  shall  conduct all drilling and mining  operations  on the
Mining Claims in  accordance  with good  industry  practices and all  applicable
laws,  rules,  and  regulations and shall indemnify and hold the Lessor harmless
from any claims, loss, liability, or expense arising out of injuries or death of
persons  (including  employees  of the  Lessees)  or damage to property of third
persons  (including  property  of the  Lessees) by reason of  operations  of the
Lessees, their employees and servants, on the Mining Claims.

     (b) The Lessor, or its authorized representatives,  shall have the right at
all reasonable  times during  daylight hours to enter upon the mining Claims and
any mine workings thereon for the purpose of inspecting the same,  provided that
any such entry will be at the sole risk of the Lessor.

     (c) The Lessees shall carry such insurance, covering all persons working in
or on the Mining  Claims for the  Lessees  as will  comply  with the laws of the
State  of Utah and the  United  States  pertaining  to  Workman's  Compensation,
occupational diseases, social security, unemployment compensation,  wages, hours
and conditions of labor, or otherwise.

     (d) The Lessees  shall  before any work is done or  performed on the Mining
Claims post notices of non-responsibility of the Lessor so as to keep the Lessor
free and harmless from any claims  whatsoever by any workman or  materialman  or
others  for any  wages or  charges  of any kind  brought  about by reason of the
Lessees' use and  occupancy  of the Mining  Claims,  the original  copy of which
notice  shall be recorded as is  contemplated  by law and which other copies the
Lessees  shall  keep  continuously  posted as  required  by law upon the  Mining
Claims.

     (e) The  Lessees  shall  indemnify  and hold the Lessor  harmless  from all
claims of damage to persons or property  and from any claims  against the Lessor
or the Mining  Claims  arising  from the Lessees'  operations  under this Lease,
provided,  however,  such  that  any  such  obligation  shall  not  apply to any
liability  asserted on account of any act or omission of the Lessor and provided
further  that any  exercise  of the right of access to the Mining  Claims by the
Lessor, or its representatives, shall be at the Lessor's risk.

                                      -4-
<PAGE>
     (f) The Lessees shall provide the Lessor with quarterly  summary reports of
activities and results  obtained  during each year that this Lease is in effect,
such reports to contain reasonably-detailed data, including maps, drill results,
sampling results, geological studies,  geophysical results, production and sales
statistics,  and other exploration and development information,  as such data is
acquired  by the  Lessees.  If the  Lessees  shall  deem any such  data to be of
confidential  nature,  the Lessees  shall  advise the Lessor to this effect when
such data is  delivered  to the Lessor.  From that point an the Lessor shall not
disclose any of this confidential data to parties other than the Lessees without
the prior written  consent of the Lessees until this data shall become  publicly
known, if ever.

     13. Payment of Taxes and  Maintenance  Fee.  Subject to the Lessor's timely
providing  the Lessees with copies of the  pertinent  tax  notices,  the Lessees
shall not  permit  any tax liens or other  encumbrances  to attach  against  the
Mining Claims through any neglect or fault of the Lessees, and the Lessees shall
further pay any and all taxes assessed against the Mining Claims for 1997 and so
long  afterwards as this Lease remains in affect,  provided,  however,  that any
taxes  based  upon  net   proceeds   from  the  Mining   Claims  shall  be  paid
proportionately  by  the  Lessor  and  the  Lessees  in  accordance  with  their
respective  proportions of such net proceeds during any tax period.  The Lessees
shall  also pay in a timely  manner  all  maintenance  fees  and  related  costs
required to be paid to the United States Department of the Interior or any other
governmental  office to keep any of the Mining  Claims  that are  unpatented  in
force and effect, providing the Lessor with evidence of each such payment.

     14.  Default by the Lessees.  If the Lessees shall fail to make any payment
to the Lessor under this Lease  within  fifteen (15) days after such Payment was
due or shall default in the performance Of any other obligation under this Lease
and shall fail to remedy or initiate good faith steps to remedy any such default
of any other obligation within thirty (30) days following notice of such default
from the Lessor to the Lessees in the manner provided for in Paragraph 17 below,
then in either of these  circumstances  the Lessor  may at its option  terminate
this Lease and enter into possession of the Mining Claims.

     15.  Termination  by the Lessees.  At any time after the  execution of this
Lease the  Lessees  shall have the right to  terminate  this Lease by giving the
Lessor  Sixty (60) day's  notice to this  effect in the manner  provided  for in
Paragraph 17 below.

     16. Effect of  Termination.  Upon the effective date of any  termination of
this Lease under either Paragraph 14 or 15 above:

     (a) This Lease shall be deemed  terminated,  and the parties  hereto  shall
have no further  obligations  to each other under this Lease except as otherwise
provided in this Paragraph 16.

     (b) The  Lessees  shall  execute  and  deliver  to the  Lessor  a good  and
sufficient  release of this Lease in  recordable  form and  satisfactory  to the
Lessor and its attorneys.

     (c) Surviving any such termination of this Lease are the following:

     (1) Any rights and  obligations  of any of the parties  hereto that accrued
prior to the effective date of such termination.

                                      -5-
<PAGE>
     (2) The right of the Lessees within one hundred twenty (120) days after the
effective  date of such  termination  to remove from the Mining Claims all their
machinery, buildings, structures,  facilities,  equipment, and other property of
every  nature  and  description  erected,  placed or  situated  thereon,  except
foundations of a permanent nature,  supports,  track, and pipe placed in shafts,
drifts,  or openings on the Mining Claims,  but any such property not so removed
by the end of this one hundred twenty (120) day period shall become the property
of the Lessor.

     (3) The  obligation of the Lessees to complete  after the effective date of
such termination at the sole expense of the Lessees all reclamation requirements
respecting  the Mining claims imposed by the United States or the State of Utah,
or any of their agencies,  or any other governmental  entity having jurisdiction
over the Mining claims  within the time frames  established  by these  entities.
This  obligation on the part of the Lessees shall not extend to shaft  openings,
dumps,  excavations,  or other surface  disturbances  in existence on the Mining
Claims prior to the  Effective  Date,  which shall remain the  obligation of the
Lessor.

     17.  Notices.  Any Notice  required or permitted  under this Lease shall be
deemed to have been properly given when made in writing and effective when:

     (a)   Delivered personally or by reputable commercial
courier service to the party to whom directed;

     (b)  Deposited in the United States Mail,  either  registered or certified,
with return receipt requested; or

     (c) Sent by telegraph,  telecopy, facsimile, or other electronic means with
all necessary charges prepaid;  and addressed or delivered to the parties hereto
as follows:

                                If to the Lessor;

                       Horn Silver Mines, Inc.
                       Attn: John P. Bogdanich, President
                       4444 South 700 East Street, Suite 204
                       Salt Lake City, Utah 84107-3075



                    If to the Lessees:

                       World Hydrocarbons, Inc.
                       Attn: C. C. Harter, Jr., President
                       10830 North Central Expressway
                       Suite 175
                       Dallas, Texas 75231

                       Minerals Processing, Inc.
                       Attn: W. K. Sims, President
                       618 Atherton Avenue
                       Novato, California 94945

                                    and

                       R. E. Nelson
                       5224 Cottonwood Lane
                       Salt Lake City, Utah 84117.

                                      -6-
<PAGE>
Any of the  parties  hereto  may by notice to the  other,  as  provided  in this
Paragraph 17, change the pertinent foregoing address for future notices.

     18. Enforcement.  This Lease shall be construed,  interpreted, and governed
by the laws of the state of Utah. If any action is brought to enforce any of the
provisions  of this Lease,  the action  shall be brought in a court of competent
jurisdiction in the State of Utah, and the prevailing party shall be entitled to
recover as a part of such action all costs of such enforcement,  including court
costs and reasonable attorneys' fees.

     19.  Memorandum.  This Lease shall not be recorded,  and the parties hereto
shall execute and  acknowledge a memorandum of this Lease suitable for recording
in the appropriate county office or other governmental offices.

     20. Binding  Effect.  The terms,  provisions,  and conditions of this Lease
shall inure to the  benefit of and be binding  upon the  parties  hereto,  their
legal  representatives,  successors,  and  assigns,  subject,  however,  to  the
following limitation:  the Lessees may not sell, assign,  encumber, or otherwise
dispose of any of their rights and interests  under this Lease without the prior
written  consent  of the  Lessor,  but such  consent  will  not be  unreasonably
withheld if the Lessees are then in full  compliance with the provisions of this
Lease.

     IN WITNESS WHEREOF,  this Lease has been executed  effective as of the date
first above written.

                                 THE LESSOR:

                                 HORN SILVER MINES, INC.

                                 /s/ John P. Bogdanich
                                 ------------------------------  
                                 President

                                 THE LESSEES:

                                 WORLD HYDROCARBONS, INC.

                                 /s/ C.C. Harter, Jr.
                                 ------------------------------  
                                 President



                                      -7-  
<PAGE>
                              ACKNOWLEDGMENTS

STATE OF UTAH         )
                      )ss.
COUNTY OF SALT LAKE   )

     The foregoing  instrument was acknowledged before me this 6th day of August
1997, by John P. Bogdanich, as President of Horn Silver Mines, Inc.

                                  /s/ Cori L. Fasy
                                 ------------------------------  
                                 Notary Public
                                 Residing at:
My commission expires:
  4-10-2201
----------------------
STATE OF TEXAS        )
                      )ss.
COUNTY OF DALLAS      )

     The foregoing instrument was acknowledged before me this
8th day of August, 1997, by C.C. Harter, Jr., as President of
World Hydrocarbons, Inc.

                                 /s/  Letty L. Edes
                                 ------------------------------  
                                 Notary Public
                                 Residing at:

My commission expires:
  03-03-01
---------------------------

STATE OF CALIFORNIA        )
                           )ss.
COUNTY OF MARIN            )

     The foregoing instrument was acknowledged before me this
13th day of August, 1997, by W. N. Sims, as President of Minerals
Processing, Inc.

                                 /s/ Patti J. Somoff
                                 ------------------------------  
                                  Notary Public
                                  Residing at:






                                      -8-  
<PAGE>

                             E X H I B I T  A

1.   Patented Mining Claims:

     Name of Claim               U.S. Patent Survey No.
     --------------           ----------------------
     Antwerp                          43 (Am)

     Washington                       5946

     Washington No. 3                 5946

     Washington No. 4                 5946

     Washington No. 10                5946


2.   Unpatented Mining Claims:

           Name at Claim              B.L.M. Serial Number
           -------------              --------------------
           K-1                              UMC363366.