Exhibit 10.9

                           LEASE ASSIGNMENT AGREEMENT

     This  agreement  is made and  entered  into this ____ day of  ____________,
1996,  for the express  purpose of  assignment  of the rights to the minerals on
properties  in the Wikieup  area owned or  controlled  by Paul Landers and Marty
Talcott to Gold and Minerals  Company,  Inc. These include the SW and SE quarter
of sections 25 and 26,  Township 16 1/2 N, Range 14 West in an area northwest of
Wikieup, Arizona, in Mojave county.

     For good and valuable  consideration,  the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:

          Mr.  Landers and Mr.  Talcott will receive  advance  production  bonus
          payments  totaling  $10,000,  $1,000 to be paid upon  closing  of this
          agreement, and $9,000 when the concentration plant is in production.

          Mr. Landers and Mr.  Talcott will lease 240 or more acres  exclusively
          for  the  use by  Gold  and  Minerals  for  processing  on the San Tan
          Reservation  releasing  by deed or bill of sale  acreage  as needed to
          Gold and Minerals for their operations.

          Gold and Minerals  shall have first right of refusal on all properties
          owned or controlled by Mr. Landers and Mr. Talcott.

          Mr. Landers and Mr. Talcott will receive a combined monthly production
          bonus of $10.00 per ton of ore  removed  from the  property.  This ore
          must  have  minimum  values  of 3 ounces  per ton.  For ores of lesser
          value,  the  bonus  will be  pro-rated.  Initial  projections  are for
          removal of 20 tons daily.  These bonuses shall continue for as long as
          Gold and Minerals continues to remove ore from these properties. These
          bonuses  shall begin and be paid 30 days after  removal of  production
          quantities of ore from the property.  This bonus will be reevaluat- ed
          if the amount of tonnage  removed is  dramatically  reduced and a fair
          adjustment to the production bonus will be made.

          This contract will remain in effect as long as  economically  feasible
          for Gold and Minerals.

/s/ Larry Lozensky                       /s/ Paul Landers
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           Larry Lozensky                             Paul Landers
    President - Gold and Minerals


/s/ Joseph Hohmann                       /s/ Mary Talcott
-------------------------------------    ---------------------------------------
          Joseph Hohmann                              Mary Talcott
     Chief Executive Officer -
        Gold and Minerals
<PAGE>
When recorded mail to:

Paul Landers
P.O. Box 1351
Congress, AZ
85332
                        --------------------------------------------------------
                                 QUIT CLAIM DEED

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Effective Date: 11/13/96


GRANTORS: (Person(s) on the Deed now)               Paul Landers
                                      ------------------------------------------

GRANTEE: (Person(s) to be on the Deed after recording) GOLD AND MINERAL CO. INC.
                                                       -------------------------

Subject Real Property (Address or Location) MINING CLAIM BORESIGHT #5
     Located in South east 1/4 Sec., Sec.#26 Township 16 1/2 N. Range,
     14 W Mohave Co. Bk. 2801, Pg. 620

Subject Real Property (ENTIRE Legal Description)
         Mining Claim Boresight #5 = 20, 232 Ft. w/o US Hy __,
         Located in South east 1/4 Sec., Sec 26 Township 16 1/2Range
         14W AMC #341926, Mohave Co. Book 2801, Pg. 620

     For  valuable  consideration,  Grantor  quit  claims to Grantee all rights,
title, and interest of Grantor in Subject Real Property together with all rights
and privileges  appurtenant or to become appurtenant to Subject Real Property on
effective date.


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(DO NOT sign until you are in front of a Notary Public)

-------------------------------------    ---------------------------------------
Grantor                                  Grantor


-------------------------------------    ---------------------------------------
Grantee      Chief Executive Officer     Grantee
             Gold & Minerals Co. Inc.

Subscribed and sworn to before me on this 13th day of November, 1996.

Notary Public        (Claudia Cabrena)
              ------------------------------
My Commission Expires July 8, 1999
             (Seal)