WHEN RECORDED, MAIL TO:

J. Bruce Hirschberg
16 Shore View Drive
East Orleans, MA  02643


                            TRUST DEED

     THIS TRUST DEED is made this ____ day of June, 2002, between Silver Bell
Mining Company, Incorporated, a Utah corporation, as Trustor, whose address is
6475 Grandview Avenue, P.O. Box 777, Magalia, California 95954,
________________________________, as TRUSTEE,* and J. Bruce Hirschberg, as
BENEFICIARY.

     TRUSTOR hereby CONVEYS AND WARRANTS TO TRUSTEE IN TRUST, WITH POWER OF
SALE, the following described patented mining claims situated in the American
Fork Mining District, Utah County, State of Utah:

                      PATENTED MINING CLAIMS

                                         BLM
          Claims                         Number

     RED CLOUD LODE                      Lot #71-A
     RED CLOUD MILL SITE                 Lot #71-B
     SILVER BELL LODE                    Lot #69-A
     SILVER BELL MILL SITE               Lot #69-B
     EUDORA LODE                         Lot #73
     FIRST CHANCE LODE                   Lot #74
     HENRIETTA LODE                      MS-6615
     MONO LODE                           Lot #70-A
     MONO MILL SITE                      Lot #70-B
     RAABE MILL SITE                     MS-6414
     GLOBE NO. 1                         MS-6831
     GLOBE NO. 2                         MS-6831
     GLOBE NO. 3                         MS-6831
     GLOBE NO. 4                         MS-6831
     GLOBE NO. 5                         MS-6831
     GLOBE NO. 6                         MS-6831
     GLOBE NO. 7                         MS-6831
     GLOBE NO. 8                         MS-6831
     BLUE ROCK                           MS-5049
     BLUE ROCK NO. 1                     MS-6139
     BLUE ROCK NO. 2                     MS-5861
     BLUE ROCK NO. 3                     MS-5861
     BLUE ROCK NO. 4                     MS-5861
     BLUE ROCK NO. 6                     MS-6139
     BLUE ROCK NO. 9 FRACTION            MS-6472
     LAST CHANCE NO. 2                   MS-5268

Located in Sections 16, 17, 18, 19, 20, 21, 22 and 30, Township 3 South, Range
3 East, Salt Lake Base and Meridian, American Fork Mining District, Utah
County, Utah.

     FOR THE PURPOSE OF SECURING payment of certain indebtedness of the
Trustor and Unico, Incorporated to the Beneficiary evidenced by a Promissory
Note dated June __, 2002, in the principal sum of $350,000.00, payable to the
order of Beneficiary (and any and all amendments, renewals, increases, and
modifications thereof) at the times, in the manner and with interest as
therein set forth, and payment of any sums expended or advanced by Beneficiary
to protect the security hereof.

     Trustor agrees to pay all taxes and assessments on the above property, to
pay all charges and assessments on water or water stock used on or with said
property, not to commit waste, to maintain adequate fire insurance on
improvements on said property, to pay all costs and expenses of collection
(including Trustee's and attorney's fees in event of default in payment of the
indebtedness secured hereby and to pay reasonable Trustee's fees for any of
the services performed by Trustee hereunder, including a reconveyance hereof.

     The undersigned Trustor requests that a copy of any notice of default and
of any notice of sale hereunder be mailed to him at the address hereinbefore
set forth.

                                SILVER BELL MINING COMPANY,
                                INCORPORATED, a Utah
                                corporation


                                    /s/ Dan Proctor
                                By__________________________

                                    President
                                Its_______________________


STATE OF ___________)
                    : ss.
COUNTY OF __________)

     On the ____ day of June, 2002, personally appeared before me Dan Proctor,
of Silver Bell Mining Company, Incorporated, the signer of the foregoing
instrument, who duly acknowledged to me that he executed the same on behalf of
the Silver Bell Mining Company, Incorporated, as its President.

                                ____________________________
                                Notary Public
                                Residing at ________________
My Commission Expires:

_____________________


*NOTE:     Trustee must be a member of the Utah State Bar; a bank, building
           and loan association or savings and loan association authorized to
           do such business in Utah; a corporation authorized to do a trust
           business in Utah; or a title insurance or abstract company
           authorized to do such business in Utah.