A Production, Royalty, and Lease Participation Agreement

This agreement entered into on 6 September, 2000 by and between Stanley L.
Harlow (SLH) P.O. Box 1770, Barstow, California 92312 USA and Charter
Resources International (CRI) with offices at 5300 W. Sahara, #100, Las
Vegas, Nevada 89146 USA sets forth the terms and conditions to be followed by
the parties and supercedes any and all previous agreements whether oral or
written.

Whereas the parties have agreed that CRI will lease Blue Star Mine Claims #1
- #40 from SLH.  This lease is for the Blue Star Mine Claims which consists
of Bureau of Land Management (BLM) claims (See Exhibit "A" attached) which
are controlled by SLH and

Whereas it has been agreed by the parties that CRI will pay to SLH the
following fees and royalties for the lease rights to these properties
identified in Exhibit "A" and

Now therefore the parties wish to proceed under the following conditions.

The Blue Star Mine Claims royalty fees will be as follows:  A production
royalty of Three Thousand Dollars ($3,000.00) minimum or Five (5%) of the Net
Smelter Returns (NSR), whichever is greater, will be paid to SLH as the
Lessor of this Claim Group by CRI monthly.  This royalty payment will
commence on September 7, 2001.  CRI will present a statement identifying how
the royalty was arrived at with each payment.  The percentage royalty will be
based upon the gross sales of any and all products from the property.  The
Production Royalty payment is to be paid prior to any government royalties,
taxes, cost of mining, milling or transportation costs.  Any and all advanced
royalty payments are to be deducted from the NSR at a rate of Fifty Percent
(50%)  after the minimum of $3,000.00 per month is made commencing with the
first full calendar month of sales.  CRI may purchase SLH's interest in the
Blue Star Mine Claims for One Million Dollars USD ($1,000,000.00) at anytime
from the execution of this agreement until the Thirty-Six (36) month
anniversary.  Starting with month

CRI's  Initials ________			SLH's Initials ________

Page 1 of 7     A Production, Royalty, and Lease Participation Agreement
Thirty-Seven (37), the purchase price will be Five Million Dollars USD
($5,000,000.00).

CRI agrees to pay SLH a sum agreed to by SLH and CRI and addressed in a
separate memorandum between the parties.  This will serve as an option
payment by CRI.  The option payment must be made on or before February 6,
2001.  Payment is acknowledged by the parties by their initials hereto.  If
production starts before the end of the option period the production royalty
payment is to be made per the royalty payment clause.

CRI's Initials ________				SLH's Initials ________

SLH does hereby give and grant to CRI the right to have quiet and exclusive
possession of the property during the lease term.  CRI shall have the
exclusive right to sub-lease the property at it sole discretion.  In the
event that CRI shall elect to sub-lease the property, all rights of SLH
discribed herein shall be complied with.   As the Lessee, CRI will have the
right to sample, examine, diamond drill, develop or mine the property.  CRI
at its sole discretion may deem to erect, transport to, and install thereupon
such buildings, machinery, equipment and supplies as CRI may deem necessary
and proper.

In the event of termination of this agreement all buildings, equipment,
machinery, tools, and supplies which have been brought onto the property
either before or during the course of CRI's tenancy may be recovered by CRI
at any time after the termination of the lease/royalty agreement but not
later than six (6) months from that termination.  If the tangible property is
not removed during that six (6) month time period they will then become the
property of SLH.

CRI will, at their expense, deliver to SLH a complete set of any and all
assays, plans, diamond drill records or other pertinent details, if any, as
generated at the time of preparation by or for CRI relative to any and all
work performed on the Claim Groups sites included in the Exhibit.

All work performed by CRI on the Claim Groups shall be done in

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Page 2 of 7     A Production, Royalty, and Lease Participation Agreement
accordance with good mining practice and in compliance with all applicable
laws.  The Claim Groups shall be kept in good standing during the term of
this agreement.  Assessment work or payment of maintenance fees shall
be done, recorded and presented to SLH thirty (30) days prior to the due
dates as required by applicable government agencies.

During the term of this agreement SLH shall have access to the Claim Groups
at his own risk and expenses to review development work performed on Claim
Groups and shall have access at all times to the records of CRI as it
pertains to the exploration and development work and production and sales
performed on the Claim Groups and the results obtained, provided that this
inspection does not unduly interfere with or disrupt the business activities
of CRI.

In the event of payment default, a payment not received by SLH within 10 days
of the due date, SLH must give written notice to CRI that CRI has thirty (30)
days to correct such default.  If CRI does not correct the default within the
thirty (30) day time period, then this agreement will be terminated and CRI
will forfeit all interests in the Claim Groups described in Exhibit "A".

This agreement may be terminated by CRI by giving thirty (30) days written
notice to SLH.  In the event of termination CRI must ensure that all claims
are in good standing for the current year including all reclamation work
performed as required.

CRI will indemnify and hold harmless SLH from any and all claims arising out
of the operations which will be conducted on the Claim Groups included in
this agreement during the term of this agreement.

All payments will be made by CRI to SLH to the address specified above.  All
payments made to SLH will be made in United States Dollars.

Confidentiality and Non-Circumvention:  The parties agree under penalty of
perjury, that information contained herein and in any other agreement(s),
Contract(s) or arrangement(s) between the parties has been developed and/or
obtained by the individual parties at great expense and

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Page 3 of 7     A Production, Royalty, and Lease Participation Agreement
certain information, processes and claims are proprietary to the individual
parties.  The parties therefore agree that they will protect and not
disclose, either directly or indirectly, any confidential information
disclosed by the other without the prior express written consent of the
furnishing party.  For the purpose of this agreement, "confidential
information" shall include but not be limited to; any and all disclosures
made by each to the other concerning the facts, figures, contracts, names or
availability of a buyer, seller or agents of available buyer or seller,
contracts, descriptions, addresses, employees names, telephone numbers, telex
numbers, facsimile numbers, or other means of access thereof, bank
information, codes of references, borrowers, companies, trusts, corporations,
groups, individuals, lenders, partners, brokers, and/or any such other
information, known by any party hereto.  Such confidential information is the
property and the business secret of the party who provides, introduces, or
makes known confidential information to the other party.  Therefore, the
parties will
not in any manner solicit or accept any business from sources that are known
to them by another party without the express written permission of the party
who made the source available.

No Waiver:  The failure of any party to enforce at any time any of the
provisions hereof shall not be a waiver of that party's rights thereafter to
enforce any such provision or to enforce any other provision of this
agreement.

Attorney's Fees and Costs:  Should any dispute or legal action arise out of
this agreement the prevailing parties shall be entitled to recover reasonable
attorney's fees, expenses and costs incurred in connection with such dispute
or action as said court will allow.

Modification:  This agreement may only be modified, altered or amended, in
whole or in part, by a written agreement setting forth such changes signed by
all the parties.

Authority:  Each party hereto warrants and represents to the other party that
they have full legal authority to bind their respective clients and are
legally free to enter into this agreement and that the execution of this

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Page 4 of 7     A Production, Royalty, and Lease Participation Agreement
agreement is duly authorized.

Binding Parties:  This agreement shall be binding upon the parties hereto and
their principals, associates, employees, representatives, agents,
consultants, members and representatives of all associated groups, and their
respective heirs, executors, successors, and assigns.  This agreement may be
amended, but only in writing. and all amendments must be executed by all of
the parties hereto.

Effectiveness:  This agreement becomes effective immediately as to each
signatory upon execution by him.  The affixing of the signature by the
signatory and the noting of the date thereof by him constitutes execution of
this agreement.  The party shown as the first signatory thereto is referred
to herein as the primary signatory.  A copy of this document shall be
provided to the primary signatory hereto immediately upon execution unless
otherwise directed by the primary signatory.  All documents provided shall
be fully legible and dated.

Facsimile Transmission Validity:  This agreement, when executed by facsimile
transmission, shall be considered as original and shall have the same legal
binding force as an original.  This agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same instrument.

Entire Agreement:  This document constitutes the entire agreement between the
parties hereto and supersedes all prior agreements or understandings whether
in writing or oral.  This document may not be, amended or altered unless
written consent is obtained and signed by both undersigned signatories.

Binding Agreement:  This is a legally binding document between parties and
each signatory party is entitled to, and advised to, seek independent legal
advice in regards to this agreement.  Each signatory hereto acknowledges that
he has read and understands all of the terms, conditions, and provisions of
this agreement and that by his signature hereby accepts and unconditionally
agrees to all of the terms, conditions

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Page 5 of 7     A Production, Royalty, and Lease Participation Agreement
and provisions.  Therefore in full measure as of the date noted herein, and
having read, understood, accepted all of the terms, conditions and provisions
hereof, each signatory hereto affixes his signature by his decision. The
parties agree to be bound by, governed by, construed and enforced in
accordance with, and subject to, the applicable Laws of the State of Nevada
and the United States of America.

Term:  This Agreement is valid upon commencement and for a period of 120
months from the date of the execution of this agreement and can be renewed by
Lessee for and additional 120 months for the same terms and conditions as
stated in this agreement.

There will be a two (2) mile area of influence from the boundaries of the
Claim Groups and this area of influence will be binding to all parties to
this agreement.

Accepted and Agreed to by: Stanley L. Harlow


Authorized Signatory:      Stanley L. Harlow  	Date:_________

Signature:____________________	__________________

Accepted and Agreed to by:  Charter Resources International

Authorized Signatory:  Lawrence J. Muno      	Date:_________

Signature & Title:_______________________Chairman______









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Page 6 of 7     A Production, Royalty, and Lease Participation Agreement

EXHIBIT "A"


Blue Star Mine Claims:

40 Claims

NMC820255, NMC820256, NMC820257, NMC820258, NMC820259, NMC820260, NMC820261,
NMC820262, NMC820263, NMC820264, NMC820265, NMC820266, NMC820267, NMC820268,
NMC820269, NMC820270, NMC820271, NMC820272, NMC820273, NMC820274

Claims 21 - 40 Pending

Claim Owner:


			Stanley L. Harlow
			P.O. Box 1770
			Barstow, Ca. 92312















CRI's  Initials ________			SLH's Initials ________

Page 7 of 7     A Production, Royalty, and Lease Participation Agreement