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                                                                    EXHIBIT 10.5


        EXPLORATION LICENSE, MINERAL PURCHASE OPTION AND LEASE AGREEMENT

        THIS EXPLORATION LICENSE AND LEASE AGREEMENT is made this 15th day of
February, 2000 by and between Noel M. Newberg ("Owner"); and Britt Minerals,
Inc. ("Britt").

        A. Owner owns and possesses 50% of the Minerals located in NE1/4 SW1/4;
SE1/4 NW1/4 of Section 14, in Township 14 North, Range 24 East, Fergus County,
Montana, for a total of 40 mineral acres. All ores, minerals, mineral rights,
and the right to explore for, mine, remove the same and so much of the water
rights as will be required or with the right to drill a water well, with ingress
and egress over adjoining lands now owned by Owner shall be referred to
collectively as "Mineral Property", except oil and gas.

        B. The parties now wish to enter into an agreement giving Britt an
exclusive license to explore the Mineral Property and the exclusive option to
purchase the Mineral Property on the terms and conditions set forth below.

        THEREFORE, the parties have agreed as follows.

                                   SECTION ONE
                               Exploration License

        1.1 Grant of Exploration License. Owners hereby grant to Britt the
exclusive right and option to enter upon and explore the Mineral Property. The
Exploration License shall have a term of Two (2) years commencing on execution
of this agreement by both parties (the "Effective Date"). During the term of the
license, Britt shall have the right to undertake geological, geophysical, and
geochemical examinations of the Mineral Property, to sample the Mineral Property
by means of pits, trenches, and drilling by any means, and to take bulk samples
from the Mineral Property for the purpose of conducting mineralogical tests,
etc. However, Britt shall not commence mining activities on the Mineral Property
unless it exercises its option to purchase set forth in Section 2 below.

        1.2 Payments For Exploration License. In consideration of this License,
Britt shall pay Owner the sum of One Thousand Dollars ($1,000.00) upon execution
of this agreement. Britt shall also pay to Owner the sum of One Thousand Dollars
($1,000.00) on or before the anniversary date of this Agreement, in order to
maintain this Exploration Licence in effect.

        1.3 Delivery of Data. Following execution of this Agreement, Owner shall
allow Britt to review and copy (at Britt's cost) all data and reports, if any,
in the possession of Owner.

        1.4 Termination of Exploration License. This exploration license shall
terminate two (2) years from the Effective date, unless extended by mutual
agreement of the parties. Britt shall have the right to terminate the License at
any time and shall, upon delivery of a termination notice to Owners, be relieved
of all further obligations after termination date.

        1.5 Work Commitment. The payment set forth in Section 1.2 above shall be
in lieu of any work commitment on the Mineral Property, and Britt shall have no
obligation, express or implied, to explore, develop, or mine the Mineral
Property.



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        1.6 Environmental Liabilities. Owners shall remain solely liable and
responsible for all environmental conditions and reclamation responsibilities
which arose prior to the execution of this Agreement. Britt shall have
responsibility for all environmental conditions and reclamation responsibilities
arising from Britt's activities on the Surface after execution of this
Agreement.

                                   SECTION TWO
                                 Option to Lease

        2.1 Grant of option. In consideration of the payment made in Section
1.2, Owner hereby grants to Britt the exclusive right and option to Purchase
Owner's Ownership interest, in and to all mineral interests, as defined in "A"
above for the sum of Twenty Thousand Dollars ($20,000.00). The option shall have
a term of five (5) years unless sooner terminated or canceled as hereinafter
provided. The Lease shall commence on the date Britt gives Owner's notice of
executive of Option to Purchase and makes a payment of One Thousand Dollars
($1,000.00). In order to maintain the option in effect, Britt shall make the
following annual option payments to Owners:

<TABLE>
<CAPTION>
        Anniversary of Option Date                          Option Payment
        ------------------------------------------------------------------
<S>                                                         <C>
                       1                                    $ 1,500.00

                       2                                    $ 2,500.00

                       3                                    $ 4,000.00

                       4                                    $ 5,000.00

                       5                                    $ 6,000.00
</TABLE>

        2.2 Exercise of Option. Britt shall elect (a) to terminate this
Agreement and relinquish the Mineral Property and Surface to Owners in
accordance with Section 6.1 below, or (b) to exercise its option and purchase
the Mineral Property for the price set forth in Section 2.1 and Lease so much of
the Surface as is needed and/or required. During the term of the five year
Option, if Britt elects to purchase the Mineral Property, the parties shall open
an escrow account and proceed to complete the sales transaction within sixty
(60) days following Britt's election. Owner shall deposit a Warranty Deed into
the escrow account conveying the Mineral Property to Britt, and Britt shall
deposit the purchase price in to escrow. Upon deposit of both the deed and
purchase payment, the deed shall be released and recorded, and the initial
payment shall be delivered to Owner. Britt shall bear all of the costs of
escrow.

        The parties acknowledge that Britt shall have the right to terminate the
option at any time in accordance with Section 6 below.

        2.3 Production Royalty. If the Premises are placed into commercial
production, Britt agrees to pay to Owners a production royalty of one percent
(1%) of the Net Returns, as defined herein, from the proceeds received from
commercial production from the Mineral Property. Payments of such production
royalty from the proceeds received from commercial production shall be
determined

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at the end of each calendar quarter after the effective date. Payments of the
production royalty shall be made within thirty (30) days after the end of each
calendar quarter.

               2.3.1   "Net Returns" shall mean for any period the amount of
                       earned revenues actually paid to and received by Britt by
                       any refinery or other purchaser of metals, ores, minerals
                       or mineral substances, or concentrates produced therefrom
                       for products mined from the Property, less all of the
                       following.

               2.3.2   Treatment charges and penalties, including, but without
                       being limited to, penalties for impurities and charges
                       for refining, selling, and transportation to refinery and
                       from refinery to market;

               2.3.3   Production taxes, net proceeds of mine taxes, severance
                       taxes and sales, privileges and other taxes levied on
                       product or on the production thereof.

                       Net Returns for product treated at a refinery owned,
                       operated or controlled by Britt, shall be computed in the
                       above manner, with deductions for all charges and items
                       of cost equivalent to the deductions described above.

                                  SECTION THREE
                              Conduct of Operations

        3.1 Right to Explore. Following the execution of this Agreement, Britt
shall have the right to make geological investigations and surveys, to drill on
the Surface by any means, and to have all the rights and privileges incident to
Owner's ownership of the Mineral Property. However, Britt shall not commence
development or mining operations on the Mineral Property unless it has executed
the option to purchase the Mineral Property in accordance with Section 2 above.

        3.2 Conduct of Work. Britt shall perform its activities on the Mineral
Property in accordance with good mining practices, shall comply with the
applicable laws and regulations relating to the performance of exploration
operations on the Mineral Property, and shall comply with the applicable
worker's compensation laws of the State of Montana.

        3.3 Liability. During the term of the Agreement, Britt shall indemnify
and hold Owner harmless from any claims, demands, liabilities or liens arising
out of Britt's activities on the Mineral Property.

        3.4 Liens. Britt shall keep the Mineral Property free and clear from any
and all mechanics' or laborers' liens arising from labor performed on or
material furnished to the Mineral Property at Britt's request.

        3.5 Installation of Equipment. Britt may install, maintain, replace, and
remove during the term of this Agreement any and all machinery, equipment,
tools, and facilities which it may desire to use in connection with its
exploration activities on the Mineral Property. Upon termination of this
Agreement for any reason, Britt shall have a period of ninety (90) days
following such termination during which it may remove all or part of the above
items at its sole cost and expense.


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        3.6 Acquisition of Permits. Britt shall acquire all federal, state and
county permits required for its operations. In the event that Britt is required
to post a reclamation bond, the bond will revert to Britt upon satisfactory
completion of the reclamation program.

                                  SECTION FOUR
                               Inspection by Owner

        During the term of this Agreement, Owner, or his authorized agents or
representatives, shall be permitted to enter upon the Mineral Property for the
purpose of inspection. Owner shall enter upon the Mineral Property at his own
risk and so not to hinder unreasonably the operations of Britt. Owner shall
indemnify and hold Britt harmless from any damage, claim, or demand by reason of
injury to Owner or his agents or representatives on the Mineral Property or the
approaches thereto.

                                  SECTION FIVE
                                      Taxes

        Britt shall pay all taxes levied or assessed upon any improvements
placed on the Mineral Property by Britt. Upon termination of this Agreement for
any reason, taxes shall be paid by Britt for the remaining portion of the
calender year. However, Owner shall not be liable for taxes on any tools,
equipment, machinery, facilities, or improvements placed upon the Surface unless
Britt fails to remove them within the time provided by this Agreement.

                                   SECTION SIX
                             Termination and Default

        6.1 Termination. Britt shall have the right to terminate this Agreement
at its sole discretion at any time upon written notice to Owner. Upon
termination, Owner shall retain all payments previously made as liquidated
damages and this Agreement shall cease and terminate. Britt will also deliver a
Quitclaim Deed to Owner.

        6.2 Default. If Britt fails to perform its obligations under this
Agreement and in particular fails to make any payment due to Owners hereunder,
Owners may declare Britt in default by giving Britt written notice of default
which specifies the obligation(s) which Britt has failed to perform. If Britt
fails to remedy or satisfactorily respond to a notice of default within sixty
(60) days, Owner may terminate this Agreement and Britt shall peaceably
surrender possession of the Mineral Property to Owner. Notice of termination
shall be in writing and served in accordance with this Agreement.

        6.3 Obligations Following Termination. In the event of voluntary or
involuntary termination, Britt shall surrender possession of the Mineral
Property to the Owner and shall have no further liability or obligation under
this Agreement except for its obligation (1) to pay its apportioned share of
taxes, as provided for in Section Five, (2) to pay the cost of removal of all
equipment, (3) to fulfill its reclamation responsibility, and (4) to satisfy any
accrued obligations or liabilities, and (5) to satisfy any other obligation
imposed by this agreement or by law. Upon termination of this Agreement, except
termination upon Britt's exercise of the Option, Britt will provide a copy of
all drilling logs, assays, maps and other factual data which Britt has prepared
in connection with its exploration and development of the Mineral Property under
this Agreement.


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                                  SECTION SEVEN
                              Notices and Payments

        7.1 Notices. All notices to Britt or Owner shall be in writing and shall
be sent certified or registered mail, return receipt requested, to the addresses
below. Notice of any change in address shall be given in the same manner.

        TO Owners:     Noel M. Newberg
                       13745 W. 6th Pl.
                       Golden, CO 80401-4521

        TO Britt:      Peter C. Ellsworth, President
                       Britt Minerals, Inc.
                       P.O. Box 7495
                       Missoula, MT 59807

        7.2 Payments. All payments shall be in U.S. currency payable to Owner at
the address above.

                                  SECTION EIGHT
                                   Assignment

        Britt may assign this Agreement at any time, in whole or in part, upon
the prior notification to Owner. Owner, prior to conveying their interest under
this Agreement to any other party, shall first offer Britt a 60-day opportunity
to acquire Owner's interests on the same terms and conditions offered by a third
party.

                                  SECTION NINE
                                Warranty of Title

        9.1 Warranty. Owner warrants and represents that he is the owner of the
Mineral Property as described; that Owner has created no Liens or encumbrances
affecting the Mineral Property, and that Owner has and will continue to have the
right to commit the Mineral Property to this Agreement.

        9.2 Examination of Title Documents. Promptly after execution of the
Option to Purchase section of this Agreement, Owner shall deliver to Britt
available copies of all documents bearing upon Owner's title, interest, and
ownership in the Mineral Property. Britt may then undertake such further
investigation of the title and status as Britt shall deem necessary. If that
investigation should reveal defects in the title, Britt agrees to proceed
forthwith to cure the title defects to their own satisfaction.

                                   SECTION TEN
                            Miscellaneous Provisions

        10.1 Binding Effect. This Agreement shall inure to the benefit of and
be binding upon the parties hereto, their respective heirs, executors,
administrators, successors, and assigns.



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        10.2 Applicable Law. The terms and provisions of this Agreement shall be
interpreted in accordance with the laws of the State of Montana.

        10.3 Entire Agreement. This Agreement terminates and replaces all prior
agreements, either written, oral or implied, between the parties hereto, and
constitutes the entire agreement between the parties.

        10.4 Recording Memorandum of Agreement. The parties hereto agree to
execute a Memorandum of this Agreement (short form) for the purpose of recording
same in the records of Fergus County, Montana so as to give public notice,
pursuant to the laws of the State of Montana, of the existence of this
Agreement.

        10.5 Void or Invalid Provisions. If any term, provision, covenant or
condition of this agreement, or any application thereof, should be held by a
court of competent jurisdiction to be invalid, void or unenforceable, all
provisions, covenants and conditions of this Agreement, and all applications
there of not held invalid, void or unenforceable, shall continue in full force
and effect and shall in no way be affected, impaired, or invalidated thereby.

        10.6 Time of the Essence. Time is of the essence of this Agreement and
each and every part thereof.

        10.7 Confidentiality. All reports and data provided by Britt to Owners
shall be held in strictest confidence, and Owner shall not disclose such
information without Britt's prior written consent.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first above written.

Owner:

  /s/ Noel M.  Newberg
------------------------------------------
Noel M. Newberg




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                                             Britt Minerals, Inc.

                                             By: /s/  Peter Ellsworth
                                                 -------------------------------
                                                 Peter C. Ellsworth, President


STATE OF MONTANA              )
                              )ss:
COUNTY OF Missoula            )


        On this 17th day of December in the year 1999, before me, a Notary
Public in and for said state, personally appeared Peter C. Ellsworth, who is
President of Britt Minerals, Inc., personally known (or proved) to me to be the
person who executed the above instrument, and acknowledged to me that he
executed the same for purposes stated therein.

                                               /s/ Kelli Ridenous Brown
                                             ----------------------------------
                                             Notary Public
                                             My Commission Expires   7/19/00
                                                                   ------------



STATE OF CO                   )
                              )ss:
COUNTY OF Jefferson           )


        On this 15 day of Feb., in the year 2000, before me, a Notary Public
in and for said state, personally appeared Noel M. Newberg, personally known (or
proved) to me to be the person who executed the above instrument, and
acknowledged to me that he executed the same for purposes stated therein.

                                               /s/ Joseph L. Coleman
                                             -----------------------------------
                                             Notary Public
                                             My Commission Expires
                                                                   -------------






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