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                                   EXHIBIT 6.0
      BUTTE COAL, INC. AND WORLD LINK CAPITAL, LLC ASSET PURCHASE AGREEMENT

         This ASSET PURCHASE AGREEMENT (this "AGREEMENT") dated September 9,
1999 is entered into by and among Butte Coal, Inc., a Utah corporation
("SELLER"), World-Link Capital LLC a Nevada Limited Liability Company
("PURCHASER").

         WHEREAS, Seller is a publicly held corporation disposing of the Assets,
as herein defined; and

         WHEREAS, Purchaser wishes to purchase from Seller and Seller wishes to
sell, transfer, assign and deliver to Purchaser all of the State of Utah, Trust
Lands Administration Coal Leases owned by Seller as follows: ML43951, ML43959
(the "ACQUISITION ASSETS"); Acquisition Assets on the terms and subject to the
conditions set forth herein; and

         WHEREAS, Seller desires to sell, transfer, assign and deliver to
Purchaser the Acquisition Assets on the terms and subject to the conditions set
forth herein and Loan Agreement the obligations of the Purchaser hereunder;

         NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements stated herein, the parties
hereto covenant and agree as follows:

                              ARTICLE I DEFINITIONS

SECTION 1.1    ACCOUNTING TERMS.

         All accounting terms not specifically defined herein shall be construed
in accordance with generally accepted accounting principles and on a basis not
inconsistent with those applied in the preparation of the financial statements
referred to in Sections 5.6 and 5.7 hereof.

SECTION 1.2    DEFINED TERMS.

         As used in this Agreement, the following terms have the meanings
specified in this Section 1.2. Other capitalized terms have the meanings
assigned to them elsewhere in this Agreement.

         ESCROW AGENT:  means Wells Fargo Bank

         GOVERNMENTAL AUTHORITY: means any nation or government, any state or
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions have, or pertaining to,
government.

         LIEN: means any mortgage, pledge, hypothecation, security interest,
encumbrance, right of first refusal, option, lien, charge, condition,
restriction or burden of any kind (including any agreement to give any of the
foregoing, any conditional sale or other title retention agreement, any lease in
the nature thereof, and the filing of, or agreement to give, any financing
statement under the Uniform Commercial Code of any jurisdiction).

         MATERIAL ADVERSE EFFECT: means any material adverse effect on the
assets, or on the business, financial condition, properties, prospects, net
worth or results of operations of the Person with respect to which such term is
used.

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         PERSON: means any individual, partnership, joint venture, corporation,
limited liability company, association, trust, unincorporated organization,
government or agency or subdivision thereof or any other entity.

         LOAN: Loan means the Seller shall provide the Purchaser an additional
Loan of seventy one million five hundred thousand after Pacific International
Capital Corporation funds provides an initial Loan to purchaser of five hundred
eight million seven hundred ninety eight thousand five hundred dollars and
Purchaser has closed the purchase escrow. Terms and conditions of the Loan as
per Loan Agreement.

                               ARTICLE II CLOSING

SECTION 2.1    CLOSING

         The closing of the purchase and sale provided for herein (the
"CLOSING") shall take place at the offices of Seller at 3168 Bel Air Dr., Las
Vegas, Nevada 89109, on September 30, 1999, or at such other place, time or date
as may be agreed upon in writing by the parties hereto (the "CLOSING DATE").

                     ARTICLE III PURCHASE, SALE AND DELIVERY

SECTION 3.1    ACQUISITION ASSETS.

         Subject to the terms and conditions of this Agreement, and on the basis
of the representations and warranties hereinafter set forth, at the Closing
Seller shall sell, transfer, convey, assign and deliver to Purchaser, and
Purchaser shall acquire from Seller, all of the State of Utah, Trust Lands
Administration Coal Leases owned by Seller as follows: ML43951, ML43959 (the
"ACQUISITION ASSETS");

SECTION 3.2    PURCHASE PRICE

         The consideration for the purchase of the Acquisition Assets is
$200,000,000 (the "PURCHASE PRICE"). Purchaser shall pay the Seller initial
payment of one hundred million dollars ($100,000,000.00) on/or before, as
defined herein; to Seller at Closing by wire transfer to an account designated
in writing by Seller or by a bank cashier's check made payable to Seller
consistent with the terms of the Loan (the "LOAN AGREEMENT") between Butte Coal,
Inc. and World-Link Capital, LLC.

SECTION 3.3    LOAN AGREEMENT

         The terms of the Loan Agreement between Seller and Purchaser, the
initial proceeds from the Purchaser contemplated hereunder shall first be
applied to the purchase of Acquisition Assets, any unpaid balance, and any other
amounts owed Seller by Purchaser under the purchase agreement for the
Acquisition Assets. Term of and amount of such payments shall be as follows: 1st
payment seventy five million dollars ($75,000,000) on year from date of close of
purchase escrow. 2nd payment twenty five million dollars ($25,000,000) two (2)
years from date of close of purchase escrow by a bank cashier's check made
payable to Seller consistent with the terms of the Loan (the "LOAN AGREEMENT")
between Butte Coal, Inc. and World-Link Capital, LLC. Funds shall be wire
transferred as per instruction given in writing by Seller.

SECTION 3.4    SECURITY DEPOSIT

         Security Deposit means the deposit in the amount of twenty five million
($25,000,000) provided by Seller as required by Pacific International Capital
Corporation. Further the deposit will remain in the Sellers

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or Collateral Provider's bank under their name, exclusively, with joint
signature of the Lender for the entire term of the loan unless replaced.

                     ARTICLE IV LIABILITIES AND OBLIGATIONS

SECTION 4.1    LIABILITIES NOT ASSUMED BY PURCHASER

         Purchaser does not assume or agree to pay, perform or discharge, and
shall not be responsible for, any liabilities or obligations of Seller, whether
accrued, absolute, contingent or otherwise (collectively, the "EXCLUDED
LIABILITIES"), including, without limitation, liabilities or obligations based
on, arising out of or in connection with the following:

               (a) any indebtedness (whether short-term or long-term) for
         borrowed money of Seller, and any liability or obligation of Seller
         under any contracts;

               (b) any taxes for which Seller is liable, including, without
         limitation, any taxes owned or payable on or as a result of the
         original purchase of the Acquisition Assets by Seller, and any taxes
         incurred with respect to the Acquisition Assets since their acquisition
         by Seller;

               (c) any liability or obligation (contingent or otherwise) of
         Seller arising out of any claim, litigation or proceeding threatened or
         pending on or before the Closing Date or any claim, litigation or
         proceeding threatened or initiated after the Closing Date, to the
         extent based on an act or omission of Seller occurring before the
         Closing Date.

               ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLER

               Seller represents, warrants and agrees to and with Purchaser
         as follows, which representations and warranties shall be true also
         as of the Closing Date and deemed made as of such date as a result
         of consummation of the Closing;

SECTION 5.1    ORGANIZATIONS; QUALIFICATION.

         Seller is a corporation duly organized, validly existing and in good
         standing under the laws of the State of Oklahoma. Seller has heretofore
         delivered to Purchaser true, correct and complete copies of the Coal
         Leases of Seller.

SECTION 5.2    AUTHORITY; ENFORCEABILITY.

         Seller has all requisite corporate power and authority to own and
         sell its asset/coal leases, to enter into this Agreement and to
         perform under this Agreement. The execution, delivery and
         performance of this Agreement and the transactions contemplated
         hereby have been duly and validly authorized by all requisite
         corporate action on the part of Seller (including approval by Seller
         as such shareholder thereof). This Agreement has been duly and
         validly executed and delivered by Seller. There is no action, claim,
         suit, arbitration, investigation or proceeding pending or threatened
         against Seller which purports to affect the validity or
         enforceability of this Agreement or that seeks to prohibit, restrict
         or delay the consummation of the transaction contemplated hereby.

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SECTION 5.3    BINDING AGREEMENT.

         This Agreement constitutes, as of the date hereof, and this Agreement
         and all documents and instruments required hereunder to be executed
         and delivered by Seller at Closing will constitute, on the Closing
         Date, legal, valid and binding obligations of Seller enforceable
         against Seller in accordance with their respective terms. This
         Agreement also constitutes, as of the date hereof, and this
         Agreement and all documents and instruments required hereunder to be
         executed and delivered by Seller at Closing will constitute, on the
         Closing Date, legal, valid and binding obligations of Seller
         enforceable against Seller in accordance with their respective terms.

SECTION 5.4    SINGLE-PURPOSE ENTITY.

         Seller is a publicly traded entity that was purchased solely for the
         purpose of acquiring the Acquisition and then selling Assets and of
         further acquiring, holding and disposing of other Assets, and
         accordingly, it has no other material assets besides the Acquisition
         Assets, and no material liabilities. It is not a party to any other
         material contract.

SECTION 5.5    NO DEFAULT; COMPLIANCE WITH LAWS AND REGULATIONS.

               (a)  Seller is not in default under, and no condition exists
               that with notice or lapse of time or both would constitute a
               default under, (i) any loan credit agreement, indenture,
               evidence or indebtedness or other instrument evidencing
               borrowed money to which Seller is a party or by which Seller
               or any of their respective properties is bound, (ii) any
               judgement, order or injunction of any court or Governmental
               Authority or (iii) any other material agreement, contract,
               lease or license.

               (b)  Seller is not in violation of any law, regulation, order,
               judgement or decree of any federal or state court or Governmental
               Authority applicable to its assets, properties, business or
               operation.

               (c)  Seller does not hold licenses, certificates, permits,
               franchises, consents, waivers, authorizations, approvals and
               orders of Governmental Authorities as are necessary to carry on
               any mining activities on the Acquisition Assets Property. Seller
               is not in violation of any such license, certificate, permit,
               franchise, consent, waiver, authorizations, approval or order.
               All such licenses, certificates, permits, franchises, consents,
               waivers, authorizations, approvals have not been issued and are
               not in full force and effect, and no suspension, revocation or
               cancellation thereof has been threatened.

               (d)  No taxes or assessments are or, based on events or
               occurrences through the Closing, will be, payable in connection
               with or related to the Acquisition Assets (other than sales
               taxes, if any, payable in connection with the sale and purchase
               contemplated herein, which sales taxes Seller agrees to pay)
               that could in any way become a liability of Purchaser or create
               a Lien against the Acquisition Assets.

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SECTION 5.6    ABSENCE OF CERTAIN CHANGES.

         Since August 31, 1999 there has not been:

               (a)  any material damage, destruction or loss to any of the
               Acquisition Assets, whether covered by insurance or not;

               (b)  any write-up or write-down of the value of any of Seller's
               assets, except for write-ups or write-downs in accordance with
               generally accepted accounting principles and in the ordinary
               course of business and consistent with past practice;

SECTION 5.7    ACTIONS PENDING.

         There is no action, claim, suit, investigation or proceeding pending or
         threatened against Seller or involving any properties or rights of
         Seller by or before any court, arbitrator or Governmental Authority.

SECTION 5.8    ENVIRONMENTAL.

         Seller has not conducted any business therefor is in compliance with
         all Environmental Laws. None of the operations of Seller or the
         Acquisition Assets are the subject of federal, state or local
         investigation evaluating whether any remedial action is needed to
         respond to a release of any Hazardous Substance or toxic waste or
         constituent into the environment. Seller has not (and no other Person
         has) filed any notice under any federal, state or local law indicating
         that Seller is responsible for the release into the environment or the
         improper storage of any amount of any Hazardous Substance or toxic
         waste or constituent, or that any such substance, waste or constituent
         has been released from or is improperly stored upon the Acquisition
         Assets or land on which they are situated. To Seller's knowledge,
         Seller does not otherwise have any liability or contingent liability in
         connection with any violation of Environmental Laws or in connection
         with the release or threatened release into the environment or the
         improper storage of any Hazardous Substance or toxic waste or
         constituent related to the Acquisition Assets. All notices, permits,
         licenses or similar authorizations, if any, required to be obtained or
         filed in connection with the operations of Seller related to the
         Acquisition Assets, including, without limitation, present or past
         treatment, storage, disposal or release of a Hazardous Substance or
         toxic waste into the environment, have been duly obtained or filed, and
         Seller is in compliance with the terms and conditions of all such
         notices, permits, licenses and similar authorizations. To Seller's
         knowledge, there has been no release or threatened release of any
         Hazardous Substances or toxic waste on or from the Acquisition Assets
         or the land on which they are situated that either (a) is not in
         compliance with Environmental Laws or (b) could create an obligation or
         liability of Seller under Environmental laws, and there are no storage
         tanks or other containers on or under any from the Acquisition assets
         or the land on which they are situated from which Hazardous Substances
         or other contaminants may be released into the surrounding environment.
         No claims are pending or threatened by third parties against Seller or
         Seller alleging liability for exposure to Hazardous Substances in
         connection with the Acquisition Assets. There have been no
         environmental investigations, studies, audits, reviews or other
         analyses conducted by

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         or which are in the possession of Seller regarding from the
         Acquisition Assets which have not been delivered to Purchaser.

SECTION 5.9    TITLE TO PROPERTIES.

         Seller has good and marketable title to the Acquisition Assets and the
         Acquisition Assets are not subject to any Lien.

SECTION 5.10   SOLVENCY.

         Seller is not insolvent and neither will be rendered insolvent by the
         occurrence of the transactions contemplated by this Agreement. In
         addition, immediately after giving effect to the consummation of the
         transactions contemplated by this Agreement, (a) As used in this
         Section, (x) "insolvent" means, for any Person, that such Person is
         unable to pay its obligations as they become due in the usual course of
         its affairs, and that the sum of the present fair saleable value of its
         assets does not and/or will not exceed its debts and other probably
         liabilities, and (y) the term "debts" includes any legal liability,
         whether matured or unmatured, liquidated or unliquidated, absolute,
         fixed or contingent, disputed or undisputed or secured or unsecured.

SECTION 5.11   CONDITIONS OF ACQUISITION ASSETS.

         Seller has no knowledge of any problems with the Acquisition Assets.

SECTION 5.12   COPIES OF DOCUMENTS.

         Seller has provided Purchaser with true, complete and correct copies of
         as attached hereto are true, complete and correct copies of such
         documents; and all documents furnished by Seller in connection with
         Purchaser's due diligence activities related to the purchase and sale
         contemplated herein, including all documents listed in SCHEDULE 5.15
         are true, correct and complete. Documents.

SECTION 5.13   DISCLOSURE.

         There is no fact known to Seller that has specific application to
         Seller, or the Acquisition Assets (other than general economic or
         industry conditions) that would have a Material Adverse Effect with
         respect to any of the foregoing that has not been set forth in this
         Agreement or in the schedules attached hereto. Seller is not aware of
         any document or information other than as disclosed in SCHEDULE 5.15
         that contains information relevant to the condition of or title to the
         Acquisition Assets or any of the transactions or activities related
         thereto described in the document referred to in Section 5.15.

             ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PURCHASER

         Purchaser hereby represents, warrants and agrees to and with Seller as
follows:

SECTION 6.1    CORPORATE EXISTENCE.

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         Purchaser is a Limited Liability Company duly organized, validly
         existing and in good standing under the laws of the State of Nevada.
         Purchaser is duly licensed or qualified as a foreign entity to do
         business, and is in good standing, in Nevada.

SECTION 6.2    AUTHORITY; ABSENCE OF CONFLICTS; ENFORCEABILITY

         Purchaser has all requisite corporate power and authority to carry on
         its business as presently conducted, to enter into this Agreement and
         to perform its obligations under this Agreement. The execution,
         delivery and performance of this Agreement and the transactions
         contemplated hereby have been duly and validly authorized by all
         requisite corporate action on the part of Purchaser. This Agreement has
         been duly and validly executed and delivered by Purchaser. The
         consummation of the transactions contemplated by this Agreement will
         not violate, or be in conflict with, any provision of Purchaser's
         charter, bylaws, any agreement or instrument to which Purchaser is a
         party or by which Purchaser is bound or any law applicable to
         Purchaser. There is no action, claim, suit, arbitration, investigation
         or proceeding pending or threatened against Purchaser which purports to
         affect the validity or enforceability of this Agreement or that seeks
         to prohibit, restrict or delay the consummation of the transactions
         contemplated hereby.

SECTION 6.3    BINDING AGREEMENT.

         This Agreement constitutes, as of the date hereof, and this Agreement
         and all documents and instruments required hereunder to be executed and
         delivered by Purchaser at Closing will constitute, on the Closing Date,
         legal, valid and binding obligations of Purchaser enforceable against
         Purchaser, as the case may be, in accordance with their respective
         terms.

SECTION 6.4    REGULATORY APPROVALS.

         No filings or other regulatory approvals are required to be filed or
         obtained by Purchaser in connection with the execution, delivery and
         performance by Purchaser of this Agreement prior to the consummation of
         the transactions contemplated herein.

SECTION 6.5   ACKNOWLEDGEMENT.

         Purchaser acknowledges that Seller has no right to purchase the site on
         which the Acquisition Assets are situated and that the Acquisition
         Assets consist solely all of the State of Utah, Trust Lands
         Administration Coal Leases owned by Seller as follows: ML43951, ML43959
         (the "ACQUISITION ASSETS").

                              ARTICLE VII COVENANTS

SECTION 7.1    SELLER'S COVENANTS.

         Seller jointly and severally covenant and agree with Purchaser as
follows:

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               (a)  Access. Except, as permitted hereunder or contemplated
               hereby or as consented to in writing by Purchaser, through the
               Closing Date Seller will permit Purchaser to have full access
               to the Acquisition Assets.

               (b)  Public Announcements and Disclosure of Company Information.
               Subject to applicable law, at all times until the Closing. Seller
               will promptly advise of Purchaser before issuing, or permitting
               any of Seller's directors, officers, representatives or agents
               to issue any press release with respect to this Agreement or the
               transactions contemplated hereby.

               (c)  Other Officers. Except in connection with the transactions
               contemplated by this Agreement, from and after the date hereof,
               Seller shall not, knowingly permit any of its officers,
               directors, representatives or agents to, directly or indirectly,
               solicit, initiate or knowingly encourage any offer or proposal
               for, or any indication of interest in, a merger or business
               combination involving Seller or the acquisition of an equity
               interest in Seller, or all or any a substantial portion of the
               Acquisition Assets.

               (d)  Representations and Warranties. Seller will cause the
               representations and warranties contained in Article V hereof to
               be true and correct through the Closing Date and shall ensure
               the satisfaction of the conditions to Closing set forth in
               Section 8.1 hereof (other than Section 8.1(g)).

               (e)  Further Assistance. Seller shall execute and deliver to
               Purchaser, at the Closing or promptly thereafter, any other
               instrument which may be requested by Purchaser and which is
               reasonably appropriate to perfect or evidence the sales,
               assignments, transfers or conveyances contemplated by this
               Agreement.

               (f)  Actions Related to Acquisition Assets. Seller shall not
               disturb the soil on the site on which the Acquisition Assets
               are situated.

SECTION 7.2    PURCHASER'S COVENANTS.

         Purchaser covenants and agrees with Seller as follows:

               (a)  Public Announcements and Disclosure of Company Information.
               Subject to applicable law, at all times until the Closing
               Purchaser will promptly advise, and obtain the approval of,
               Seller before issuing, or permitting any of Purchaser's
               directors, officers, employees, representatives, agents or
               subsidiaries to issue, any press release with respect to this
               Agreement or the transactions contemplated hereby.

               (b)  Representations and Warranties. Purchaser will cause the
               representations and warranties contained in Article VI hereof
               to continue to be true and correct through the Closing Date
               and ensure the satisfaction of the conditions to Closing set
               forth in Section 8.2 hereof (other than Section 8.2(d)).

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                       ARTICLE VIII     CONDITIONS TO CLOSING

SECTION 8.1    CONDITIONS TO OBLIGATIONS OF PURCHASER.

        The obligations of Purchaser to consummate the transactions
        contemplated herein are subject, at the option of Purchaser, to
        satisfaction of the following conditions:

               (a)  Compliance. Seller shall have complied with their covenants
               and agreements contained herein, and the representations and
               warranties contained in Article V hereof shall be true and
               correct on the date hereof and as of the Closing Date as if made
               on such date.

               (b)  Seller's Affidavits. Purchaser shall have received a sworn
               affidavit, dated the Closing Date, of Seller and of an executive
               officer of Seller certifying as to the matters specified in
               Section 8.1(a) hereof.

               (c)  Seller's Resolutions. Seller shall deliver to Purchaser
               certified copies of resolutions duly adopted by the board of
               directors of Seller authorizing and approving the execution and
               delivery of the Agreement, including the exhibits and schedules
               hereto, and the consummation of the transactions contemplated
               herein.

               (d)  Transfer Documents. Seller shall execute and deliver to
               Purchaser such bills of sale and other instruments of sale,
               transfer, conveyance, assignment and delivery covering the
               Acquisition Assets or any part thereof, executed by Seller or
               other appropriate parties, as Purchaser may reasonably require
               to secure the full and effective sale, transfer, conveyance,
               assignment and delivery to Purchaser of the Acquisition Assets,
               including, but not limited to, the following:

                    (i)   a general conveyance (the "BILL OF SALE AND
                    ASSIGNMENT") transferring to Purchaser good and marketable
                    title to all of the Acquisition Assets, substantially in
                    the form of Exhibit A hereto;

                    (ii)  such other instruments of transfer and assignment in
                    respect of the Acquisition Assets and Purchaser shall
                    reasonably require and as shall be consistent with the
                    terms and provisions of this Agreement and The Loan
                    Agreement. Prior to the Closing Date, Seller will take
                    such reasonable steps as may be requisite or appropriate
                    so that no later than the close of business on the Closing
                    Date, Purchaser will be in actual ownership and control of
                    all of the Acquisition Assets only subject to The Loan
                    Agreement.

                    (g)   Orders, Etc. No action, suit or proceeding shall have
               been commenced or shall be pending or threatened, and no statue,
               rule, regulation or order shall have been enacted, promulgated,
               issued or deemed applicable to the transactions contemplated by
               this Agreement, by any Governmental Authority or court that
               reasonably may be expected to (i) prohibit Purchaser's ownership
               or operation of all or a material portion of the Acquisition

<PAGE>

               Assets as a result of the transactions contemplated by this
               Agreement or (ii) prohibit consummation of the transaction
               contemplated by this Agreement.

                    (h)   Consents. All consents and approvals required in
               connection with the execution, delivery and performance by
               Seller of this Agreement shall have been obtained.

                    (i)   Other Documents. Seller shall deliver to Purchaser
               such other documents instruments and certificates as may be
               reasonably requested by Purchaser.

                    (j)   Condemnation; Condition. No condemnation proceedings
               shall have been initiated or threatened with respect to any of
               the Acquisition Assets.

SECTION 8.2    CONDITIONS TO OBLIGATIONS OF SELLER.

        The obligations of Seller to consummate the transactions contemplated
        herein are subject, at the option of Seller, to satisfaction of the
        following conditions:

               (a)  Compliance. Purchaser shall have complied with its
               covenants and agreements contained herein, and the
               representations and warranties contained in Article VI hereof
               shall be true and correct on the date hereof and as of the
               Closing Date.

               (b)  Purchaser's Certificate. Seller shall have received a
               certificate, dated the Closing Date, of an executive officer
               of Purchaser certifying as to the matters specified in Section
               8.2(a) hereof.

               (c)  Purchaser's Resolutions. Purchaser shall deliver to Seller
               certified copies of resolutions duly adopted by the board of
               directors of Purchaser authorizing and approving the execution
               and delivery of this Agreement and the consummation of the
               transactions contemplated herein.

               (d)  Orders, Etc. No action, suit or proceeding shall have been
               commenced or shall be pending or threatened, and no statute,
               rule, regulation or order shall have been enacted, promulgated,
               issued or deemed applicable to the transactions contemplated by
               this Agreement, by any Governmental Authority or court that
               reasonably may be expected to prohibit consummation of the
               transactions contemplated by this Agreement.

               (e)  Consents. All consents and approvals required in connection
               with the execution, delivery and performance by Purchaser of
               this Agreement shall have been obtained.

               (f)  Other Documents. Purchaser shall deliver to Seller such
               other documents, instruments and certificates as may be
               reasonably required by Seller.

<PAGE>

                             ARTICLE IX TERMINATION

SECTION 9.1    GROUNDS FOR TERMINATION.

        This Agreement may be terminated at any time prior to the Closing Date:

               (a)  By the mutual written agreement of Seller and Purchaser;

                    (b)   By Purchaser if any of the conditions set forth in
               Section 8.1 hereof shall have become incapable of fulfillment
               and shall not have been waived by Purchaser;

                    (c)   By Seller if any of the conditions set forth in
               Section 8.2 hereof shall have been incapable of fulfillment and
               shall not have been waived by Seller;

                    (d)   By Seller or Purchaser by written notice thereof to
               the other if the transactions contemplated hereby shall not have
               been consummated on or before September 27, 1999, or such other
               date, if any, as Seller and Purchaser shall agree upon in
               writing; or

                    (e)   By Seller or Purchaser if the consummation of the
               transactions contemplated hereby would violate any
               nonappealable final order, decree or judgment of any court or
               Government Authority having competent jurisdiction enjoining,
               restraining, or otherwise preventing, or awarding substantial
               damages in connection with, or imposing a material adverse
               condition upon, the consummation of this Agreement or the
               transactions contemplated hereby;

PROVIDED, HOWEVER, that a party shall not be allowed to exercise any right of
        termination pursuant to this Section 9.1 if the event giving rise to
        such termination right shall be due to the failure of the party
        seeking to terminate this Agreement to perform or observe in any
        material respect any of the covenants or agreements set forth herein
        to be performed or observed by such party or the breach of warranty of
        such party.

SECTION 9.2    EFFECTS OF TERMINATION.

        The following provisions shall apply in the event of a termination of
        this Agreement:

               (a)  Subject to subsections (b) and (c) of this section 9.2, if
               this Agreement is terminated by Seller or by Purchaser as
               permitted under Section 9.1 hereof, such termination shall be
               without liability to any party to this Agreement or any
               stockholder, director, officer, employee, agent or
               representative of such party.

               (b)  If this Agreement is terminated as a result of breach of
               warranty of Purchaser, or failure of Purchaser, to perform
               their respective obligations hereunder, Seller shall have all
               available rights and remedies at law and in equity, including
               the right to enforce specific performance.

<PAGE>

               (d)  The parties hereto hereby agree that the provisions of
               Section 9.2, 11.1 and 11.5 and 11.7 hereof and Article X
               hereof shall survive any termination of this Agreement.

                            ARTICLE X INDEMNIFICATION

SECTION 10.1   SELLER'S INDEMNITY OBLIGATIONS.

        Seller, shall indemnify and hold Purchaser (including its affiliates
        and their respective officers, directors, employees and agents)
        harmless from and against any and all claims, actions, causes of
        action, arbitration's, proceedings, losses, damages, liabilities,
        judgements and expenses (including, without limitation, reasonable
        attorneys' fees) ("INDEMNIFIED AMOUNTS") incurred by Seller as a
        result of (a) any breach or misrepresentation in any of the
        representations and warranties made by or on behalf of Seller in this
        Agreement, (b) any violation or breach by Seller of or default by
        Seller under the terms of this Agreement, (c) any act or omission by
        Seller, (d) any action, claim, suit, arbitration, investigation or
        proceeding initiated by Seller which purports to affect the validity
        or enforceability of this Agreement or that seeks to prohibit,
        restrict or delay the consummation of the transactions contemplated
        hereby, or (e) any liabilities or obligations of Seller retained by
        Seller pursuant to this Agreement.

SECTION 10.2   PURCHASER'S INDEMNITY OBLIGATIONS.

        Purchaser shall indemnify and hold Seller (including its officers,
        directors and agents) harmless from and against any and all
        Indemnified Amounts incurred by Seller, as the case may be, as a
        result of (a) any breach or misrepresentation in any of the
        representations and warranties made by or on behalf of Purchaser in
        this Agreement, (b) any violation or breach by Purchaser of or default
        by Purchaser under the terms of this Agreement, (c) except for
        liabilities and obligations retained by Seller pursuant to this
        Agreement, any act or omission occurring after the Closing Date by
        Purchaser with respect to the Acquisition Assets.

SECTION 10.3   INDEMNIFICATION PROCEDURES.

        All claims for indemnification under this Agreement shall be asserted
        and resolved as follows:

        (a)    A party claiming indemnification under this Agreement (an
        "INDEMNIFIED PARTY") shall with reasonable promptness (i) notify the
        party from whom indemnification is sought (the "INDEMNIFYING PARTY")
        of any third-party claim or claims asserted against the Indemnified
        Party ("THIRD PARTY CLAIM") for which indemnification is sought and
        (ii) transmit to the Indemnifying Party a copy of all papers served
        with respect to such claim (if any) and a written notice ("CLAIM
        NOTICE") containing a description in reasonable detail of the nature
        of the Third Party Claim, an estimate of the amount of damages
        attributable to the Third Party Claim to the extent feasible (which
        estimate shall not be conclusive of the final amount of such claim)
        and the basis of the Indemnified Party's request for indemnification
        under this Agreement.

        Within 30 days after receipt of any Claim Notice (the "ELECTION
        PERIOD"), the Indemnifying party shall notify the Indemnified Party
        (i) whether the Indemnifying Party disputes its potential liability

<PAGE>

        to the Indemnified party with respect to such Third Party Claim and
        (ii) whether the Indemnifying Party desires, at the sole cost and
        expense of Indemnifying Party, to defend the Indemnified Party against
        such Third Party Claim.

        If the Indemnifying Party notifies the Indemnified Party within the
        Election Period that the Indemnifying Party elects to assume the
        defense of the Third Party Claim, than the Indemnifying Party shall
        have the right to defend, at its sole cost and expense (if the
        Indemnified Party is entitled to indemnification hereunder), such
        Third Party Claim by all appropriate proceedings, which proceedings
        shall be prosecuted diligently by the Indemnifying Party to a final
        conclusion or settled at the discretion of the Indemnifying Party in
        accordance with this Section 10.3(a). The Indemnifying Party shall
        have full control of such defense and proceedings. The Indemnified
        Party is hereby authorized, at the sole cost and expense of the
        Indemnifying party (but only if the Indemnified Party is entitled to
        indemnification hereunder), to file, during the Election Period, any
        motion, answer or other pleadings that the Indemnified Party shall
        reasonably deem necessary or appropriate to protect its interests or
        those of the Indemnifying Party and not prejudicial to the
        Indemnifying Party (it being understood and agreed that if an
        Indemnified party takes any such action that is materially prejudicial
        and causes a final adjudication that is adverse to the Indemnifying
        Party, the Indemnifying Party shall be relieved of its obligations
        hereunder with respect to such Third Party Claim). If requested by the
        Indemnifying Party, the Indemnified party agrees to cooperate with the
        Indemnifying party and its counsel in contesting any Third Party Claim
        that the Indemnifying Party elects to contest, including, without
        limitation, the making of any related counterclaim against the person
        asserting the Third Party Claim or any cross-complaint against any
        person. Except as otherwise provided herein, the Indemnified Party may
        participate in, but not control, any defense or settlement of any
        Third Party Claim controlled by the Indemnifying Party pursuant to
        this Section 10.3 and shall bear its own costs and expenses with
        respect to such participation.

If the Indemnifying Party fails to notify the Indemnified Party within the
        Election Period that the Indemnifying Party elects to defend the
        Indemnified Party pursuant to the preceding paragraph, or if the
        Indemnifying Party elects to defend the Indemnified Party but fails to
        prosecute or settle the Third Party Claim as herein provided, then the
        Indemnified Party shall have the right to defend, at the sole cost and
        expense of the Indemnifying Party (if the Indemnified Party is
        entitled to indemnification hereunder). The Third Party Claim by all
        appropriate proceedings, which proceedings shall be promptly and
        vigorously prosecuted by the Indemnified party to a final conclusion
        or settled. The Indemnified Party shall have full control of such
        defense and proceedings. Notwithstanding the foregoing, if the
        Indemnifying party has delivered a written notice to the Indemnified
        party to the effect that the Indemnifying Party disputes its potential
        liability to the Indemnified Party under this Article X and if such
        dispute is resolved in favor of the Indemnifying party, the
        Indemnifying party shall not be required to bear the costs and
        expenses of the Indemnified Party's defense pursuant to this Section
        10.3 or of the Indemnifying Party's participation therein at the
        indemnified Party's request, and the Indemnified Party shall reimburse
        the Indemnifying Party in full for all costs and expenses of such
        litigation. The Indemnifying Party may participate in, but not
        control, any defense or settlement controlled by the indemnified party
        pursuant to this Section 10.3, and the Indemnifying Party shall bear
        its own costs and expenses with respect to such participation.

<PAGE>

        The Indemnifying Party shall not settle or compromise any Third Party
        Claim unless (i) the terms of such compromise or settlement require no
        more than the payment of money (i.e., such compromise or settlement
        does not require the Indemnified Party to admit any wrongdoing or take
        or refrain from taking any action), (ii) the full amount of such
        monetary compromise or settlement will be paid by the Indemnifying
        Party, and (iii) the Indemnified Party receives as part of such
        settlement a legal, binding and enforceable unconditional satisfaction
        and/or release, in form and substance reasonably satisfactory to it,
        providing that such Third Party Claim and any claimed liability of the
        Indemnified party with respect thereto is being fully satisfied by
        reason of such compromise or settlement and that the Indemnified Party
        is being release from any and all obligations or liabilities it may
        have with respect thereto. The Indemnified Party shall not settle or
        admit liability to any Third Party Claim without the prior written
        consent of the Indemnifying Party.

        (b)    In the event any Indemnified Party should have a claim
        against any Indemnifying Party hereunder that does not involve a Third
        Party Claim, the Indemnified Party shall transmit to the Indemnifying
        Party a written notice (the "INDEMNITY NOTICE") describing in
        reasonable detail the nature of the claim, an estimate of the amount
        of damages attributable to such claim to the extent feasible (which
        estimate shall not be conclusive if the final amount of such claim)
        and the basis of the Indemnified Party's request for indemnification
        under this Agreement.

SECTION 10.4   DETERMINATION OF INDEMNIFIED AMOUNTS.

        The Indemnified Amounts payable by an Indemnifying Party hereunder
        shall be determined (i) by the written agreement of the parties, (ii)
        by a final judgment or decree of any court of competent jurisdiction,
        or (iii) by any other means agreed to in writing by the parties. A
        judgement of decree of a court shall be deemed final when the time for
        appeal, if any, shall have expired and no appeal shall have been taken
        or when all appeals taken have been fully determined. The Indemnified
        Party shall have the burden of proving the Indemnification Amounts
        suffered by the Indemnified Party.

                            ARTICLE XI MISCELLANEOUS

SECTION 11.1   COMMISSIONS.

        Seller and Purchaser each represent and warrant that it has done
        nothing to create any liability for the payment of any commission or
        compensation in the nature of a finder's fee or similar fee to any
        broker or any other Person in connection with this Agreement and the
        transactions contemplated hereby. Seller, shall indemnify and hold
        Purchaser harmless from and against any and all claims for finders'
        fees, brokers' commissions or similar fees made by any party as a
        result of this Agreement and the transactions contemplated hereunder
        to the extent that any such commission or fee was incurred, or alleged
        to have been incurred, by, through or under Seller. Purchaser shall
        indemnify and hold Seller harmless from and against any and all claims
        for finders' fees, brokers' commissions or similar fees made by any
        party as a result of this Agreement and transactions contemplated
        hereunder to the extent that any such commission was incurred, or
        alleged to have been incurred, by, through or under Purchaser.

SECTION 11.2   SURVIVAL.

<PAGE>

        Except as otherwise provided herein, the representations and warranties
        set forth in this Agreement and in any certificate or instrument
        delivered in connection herewith shall be continuing and shall survive
        the Closing for a period of four (4) years, notwithstanding any
        investigation at any time made by or on behalf of Purchaser, but shall
        thereafter terminate and be of no further force or effect; PROVIDED,
        HOWEVER, that in the case of all representations and warranties, there
        shall be no such termination with respect to any such representation
        or warranty as to which a bona fide claim has been asserted by written
        notice of such claim delivered to the party or parties making such
        representation or warranty prior to the expiration of the survival
        period.

SECTION 11.3   EXPENSES.

        Except as other expressly provided herein, each party shall bear its
        own expenses incurred in connection with the negotiation, preparation
        and execution of this Agreement and the transactions contemplated
        hereby, including its own consultant's fees, attorney's fees,
        accountant's fees, loan fees and other similar costs and expenses.

SECTION 11.4   NOTICE.

        All notices and other communications hereunder shall be in writing and
        shall be deemed to have been received only if and when (i) personally
        delivered or (ii) on receipt after mailing, by United States mail,
        first class, postage prepaid, by certified mail return receipt
        requested, or by facsimile transmission to the respective parties,
        addressed in each case as follows (or to such other address as may be
        specified by like notice):

        (1)   If to Seller, to:

              Butte Coal, Inc.
              3168 Bel Air Drive
              Las Vegas Country Club
              Las Vegas, Nevada  89109
              Fax No.: 702-360-4566


              With a copy to:



              F. W. Young
              P.O. Box 29225
              Las Vegas, Nevada  89126
              Fax No.:  702-360-4566

        (2)   If to Purchaser, to:

              World-Link Capital, LLC
              3240 Camern St., Ste. A
              Las Vegas, Nevada  89102

<PAGE>

SECTION 11.5   ENTIRE AGREEMENT.

        This Agreement, including all schedules and exhibits hereto, which
        schedules or exhibits are incorporated herein by reference and deemed
        to be a part of this Agreement, constitutes the entire agreement of
        the parties with respect to the subject matter hereof, and may not be
        modified, amended or terminated except by a written instrument
        specifically referring to this Agreement signed by all the parties
        hereto.

SECTION 11.6   GOVERNING LAW; VENUE.

        This Agreement shall be governed, construed and enforced in accordance
        with the laws of the State of Nevada without giving effect to the
        principle of conflicts of laws thereof. Any legal action or proceeding
        with respect to this Agreement shall be brought in the federal
        district courts located in Las Vegas, Nevada. The parties waive any
        objection to jurisdiction or venue in such jurisdiction.

SECTION 11.7   ASSIGNMENTS AND THIRD PARTIES.

        Except as otherwise provided herein, this Agreement shall be binding
        upon and inure to the benefit of the party's hereto and their
        respective successors and assigns. No party hereto shall assign this
        Agreement or any part hereof without the prior written consent of the
        other party. No assignment shall release a party of any of its
        obligations under this Agreement.

SECTION 11.8   SEVERABILITY.

        If any term or other provision of this Agreement is invalid, illegal or
        incapable of being enforced by any rule of law or public policy, all
        other conditions and provisions of this Agreement shall nevertheless
        remain in full force and effect so long as the economic or legal
        substance of the transactions contemplated hereby is not affected in
        any manner materially adverse to any of the parties hereto. Upon such
        determination that any term or other provision is invalid, illegal or
        incapable of being enforced, the parties hereto shall negotiate in
        good faith to modify this Agreement so as to effect the original
        intent of the parties as closely as possible in an acceptable manner
        to the end that the transactions contemplated hereby are fulfilled to
        the extent possible.

SECTION 11.9   AMENDMENTS; NO WAIVER.

Any provision of this Agreement may be amended or waived prior to the Closing
        Date if, and only if, such amendment or waiver is in writing and
        signed, in the case of an amendment, by all parties hereto, or in the
        case of a waiver, by the party against whom the waiver is to be
        effective. No failure or delay by any party to exercising any right,
        power or privilege hereunder shall operate as a waiver thereof nor
        shall any single or partial exercise thereof preclude any other or
        further exercise thereof or the exercise of any other right, power or
        privilege. The rights and remedies herein provided shall be cumulative
        and not exclusive of any rights or remedies provided by law.

SECTION 11.10  NO THIRD PARTY BENEFICIARIES.

<PAGE>

        Nothing in this Agreement shall entitle any Person other than the
        parties hereto or their respective successors and assigns permitted
        hereby to any claim, cause of action, remedy or right of any kind.

SECTION 11.11  HEADINGS; USE OF CERTAIN TERMS.

        The headings and table of contents herein are for convenience only and
        shall have no significance in the interpretation hereof. Unless the
        context shall otherwise require, the singular shall include the plural
        and vice versa and each pronoun in any gender shall include all other
        genders.

SECTION 11.12  COUNTERPARTS.

        This Agreement may be executed in any number of counterparts, each of
        which shall be deemed for all purposes to be as original, but all of
        which together shall constitute on and the same agreement.

SECTION 11.13  ARMS-LENGTH TRANSACTION.

        Seller acknowledges that this Agreement and the transactions
        contemplated hereby constitute arms-length transactions and that Seller
        is receiving reasonably equivalent value in exchange for the transfers
        contemplated by this Agreement.

SECTION 11.14  ANCILLARY DOCUMENTS SIMULTANEOUSLY EXECUTED.

        Simultaneously with the execution and deliver of this Agreement, the
        parties and Escrow Agent are executing and delivering to one another
        an Escrow Agreement providing for the handling of the escrow agent of
        the deposit. In addition, Seller is delivering a Guaranty Agreement
        guaranteeing the performance of the obligations of Seller under this
        Agreement.

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

        PURCHASER:

        WORLD-LINK CAPITAL, LLC

        By:          S/O/F
                -------------------------------

              Name:  Harold Van Hoose
              Title: Manager-Director

        SELLER:

        BUTTE COAL, INC.

        By:          S/O/F
                -------------------------------

              Name:  Winfield Moon, Sr.
              Title: President