Exhibit 10.5

                                    AGREEMENT

     THIS AGREEMENT made and entered into this 12th day of October, 1994, by and
between DON ROFOLPH,  and NORM ROTHER,  hereinafter referred to as FIRST PARTIES
and GOLD AND MINERALS, INC., hereinafter referred to as SECOND PARTY.

     It is agreed that FIRST PARTIES are the owners of the  following  described
real property situated in Lincoln County, New Mexico, Township 8 South, Range 14
East,  Sections 10, 11, 13, and 14, El Capital Mining  District,  Patented claim
numbers 1140,  1441, 1442 and 1443. The parties agree FIRST PARTIES will sell to
SECOND PARTY,  and SECOND PARTY agrees to purchase one million  (1,000,000) tons
of ore from the  aforementioned  property under the following terms  conditions,
and covenants, to wit:

     1. FIRST PARTIES,  or assigns,  agree to provide ore to SECOND PARTY at the
Capital  property site. Said ore is to be mined and crushed to one-fourth  (1/4)
inch and  loaded.  However,  it will be the  responsibility  of SECOND  PARTY to
provide for the use of the FIRST PARTIES  additional  crushing equipment needed,
to meet  the  crushing  specifications,  also it will be the  responsibility  of
SECOND PARTY to provide a front end loader to load the truck or trucks of SECOND
PARTY for the purpose of hauling said ore.

     2. Purchase price for said ore is to be Two Hundred  Dollars  ($200.00) per
ton,  paid weekly at the end of each week.  Should  SECOND PARTY fail to pay for
said ore at the end of each  week,  then FIRST  PARTIES  shall have the right to
refuse to crush and load additional ore.

     3. The SECOND  PARTY  shall have an option of an  additional  Five  Million
(5,000,000)  tons of ore which  will be  granted  after  the  first One  Million
(1,000,000) tons are delivered to SECOND PARTY.

     4. SECOND  PARTY agrees  tha5t all  expenses  including  but not limited to
start up and  approved  expenses  will be borne by SECOND PARTY and will include
any additional crushing equipment needed to meet the crushing specifications.
<PAGE>
     5. It is further agreed that FIRST PARTIES and SECOND PARTY each retain the
right to assign this agreement to third parties, and in the event that it is not
economical to continue, this agreement will become null and void.

     6. It is further understood and agreed by and between said parties that the
first 20 tons  purchased  will be made by said  SECOND  PARTY by the 12th day of
April 1995 and weekly  purchases  of 10 tons per week will be made by the SECOND
PARTY beginning May 12, 1995.

     This agreement shall be binding on the heirs, executors, administrators and
assigns.

                                         /s/ Don Rodolph
(Signatures)                             ---------------------------------------
                                         DON RODOLPH, FIRST PARTY

                                         /s/ Norm Rother
                                         ---------------------------------------
                                         NORM ROTHER, FIRST PARTY

                                         /s/ Charles O. Mottley
                                         ---------------------------------------
                                         CHARLES O. MOTTLEY, SECOND PARTY

                                         /s/ Larry Lozensky
                                         ---------------------------------------
                                         LARRY LOZENSKY, SECOND PARTY
<PAGE>
     Amendment to Agreement  originating  August 8, 1994  formalize  October 12,
1994 and its  extensions.  This Amendment as made and entered into this 24th day
of  December,  1996  between and among Don  Rodolph and Norb Rother  hereinafter
(First Party) and Gold and Minerals Co. Inc. Hereinafter (Second Party).

     For good and valuable  consideration,  the receipt and sufficiency of which
is hereby acknowl-  edged,  the First Party and Second Party amend the Agreement
dated October 12, 1994 as follows:

     #2 is hereby  deleted and replaced with the  following:  Second Party shall
pay to First  Party an 8% Net  Smelting  Revenue  from all metal  produced  from
Capitan. Net Smelting Revenue shall be defined as the value paid for the smelted
metals,  less the cost of  smelting.  First  party to be paid  upon  receipt  of
payment by Second party for metals from  refinery or buying  party.  Secnd party
shall  furnish  First party a copy of all checks  received  for smelted  metals.
Should  Second  party fail to pay First Party  within three (3) days of the date
the smelting  payments are deposited in the account of Second  party,  then said
Second party will not crush or load additional ore.  Payments of $65,000 paid to
date by  Second  party  to First  party  shall be  first  applied  towards  this
agreement.

     IN WITNESS  WHEREOF,  this  document has been executed as of the date first
above written.


                                         /s/ Don Rodolph
(Signatures)                             ---------------------------------------
                                         DON RODOLPH, FIRST PARTY

                                         /s/ Norm Rother
                                         ---------------------------------------
                                         NORM ROTHER, FIRST PARTY

                                         /s/ Charles O. Mottley
                                         ---------------------------------------
                                         CHARLES O. MOTTLEY, SECOND PARTY

                                         /s/ Larry Lozensky
                                         ---------------------------------------
                                         LARRY LOZENSKY, SECOND PARTY