Exhibit 10.4

                         EL CAPITAN, LTD. - JMJ PARTNERS
                              AMENDED AND RESTATED
                             JOINT VENTURE AGREEMENT

     This Amended and Restated Joint Venture  Agreement is made and entered into
as of the 24th day of January, 1997 by and between EL CAPITAN,  LTD., an Arizona
Corporation  ("El  Capitan"),  a  wholly  owned  subsidiary  of Gold &  Minerals
Company,   Inc.  ("G&MC")  and  JMJ  Partners,   an  Arizona  Limited  Liability
Partnership ("JM").

                                    RECITALS

     A.   El  Capitan  owns  or has  ownership  rights  in that  certain  mining
          property  known as the Capitan  property  consisting  of four patented
          mining claims on 80 acres of land in Lincoln County, New Mexico, as is
          more particularly  described on Exhibit "A" attached hereto and made a
          part hereof,  (the "Lincoln County  properties")  and certain permits,
          agreements  and equipment  connected  with the use and  development of
          such property.

     B.   JMJ desires to enter into this Joint Venture Agreement with El Capitan
          in order to provide funds  pursuant to the terms of this Agreement for
          the further development, financing and operation of the Lincoln County
          properties.

     C.   The  parties   memorialized   their  agreement   concerning  the  use,
          development,  financing and operation of the Lincoln County properties
          pursuant to the terms of a Joint Venture  Agreement  dated January 24,
          1997 and wish to amend and restate  their  agreements  pursuant to the
          terms of this Agreement.

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     NOW,  THEREFORE,  FOR  AND in  consideration  of the  mutual  promises  and
covenants  contained  in  this  Agreement,  and  for  other  good  and  valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged,  El
Capitan, G&MC and JMJ agree as follows:

I. FORMATION OF THE JOINT VENTURE

     El Capitan and JMJ hereby  form a Joint  Venture to be known as El Capitan,
Ltd.-JMJ Partners Joint Venture.

II. PURPOSE OF THE JOINT VENTURE

     The purpose of the Joint  Venture  shall be to further  develop and operate
certain  processes and equipment on the Lincoln County  properties in an attempt
to  concentrate  and extract  gold,  silver and  platinum  group metals from ore
deposits  contained in and on the Lincoln County properties and to sell the same
to refiners, processors or other third parties.

III. CONTRIBUTIONS OF THE PARTIES

     A.   CONTRIBUTION OF EL CAPITAN

          El  Capitan  shall  contribute  or  allow  the  use  of  all  permits,
          agreements,  equipment,  processes  and  know-how as are  particularly
          described  on Exhibit  "B"  attached  hereto  and made a part  hereof.
          Notwithstanding  this  contribution by El Capitan,  all of the Exhibit
          "B" assets shall remain  titled in and the property of El Capitan and,
          neither the Joint  Venture nor JMJ shall have any  ownership  interest
          therein except as is  specifically  provided  pursuant to the terms of
          this Agreement.

     B.   CONTRIBUTION OF JMJ

          JMJ  agrees  that  it  shall  loan  to the  Joint  Venture  the sum of
          $107,000.00 in order to fund the initial  capital and operating  costs
          required  in order to further  develop  and place the  Lincoln  County
          properties  in  production.  In  addition,  JMJ  will  contribute  its

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          management  expertise and personnel as IT DEEMS  necessary in order to
          manage all Joint Venture operations, with the advice and assistance of
          El Capitan.

IV. USE, REPAYMENT AND COLLATERALIZATION OF JMJ LOAN

     A.   BUDGETS.  Moneys  loaned  to the  Joint  Venture  by JMJ shall be used
          substantially  in compliance  with the budget and projection  attached
          hereto as Exhibit  "C",  subject to the rights of the  managing  Joint
          Venture  Partner,  after  consultation  with El Capitan,  to modify or
          change the budget and operating projections.

     B.   REPAYMENT.  All  moneys  loaned  shall be  repaid to JMJ out of future
          revenues  achieved  by the  Joint  Venture,  without  the  payment  of
          interest  thereon,  PURSUANT TO THE PROVISIONS OF ARTICLE VI BELOW and
          El Capitan shall have no liability for repayment of any such loans and
          no  obligation  or  liability  to  contribute  any moneys to the Joint
          Venture.

     C.   COLLATERAL.  El Capitan shall grant to JMJ a first priority UCC-1 lien
          against all equipment owned by El Capitan and described in Exhibit "B"
          which lien shall  remain in place  until such time as  payments to JMJ
          from the Joint Venture revenues have fully repaid the principal amount
          of all loans made by JMJ.

     D.   GUARANTY  OF  REPAYMENT.  G&MC  hereby  guarantees  repayment  of  any
          principal amounts loaned to the Joint Venture by JMJ.

V. ADDITIONAL CONSIDERATION PAYABLE TO JMJ

     In addition to the  percentage  of net  revenues to be  distributed  to JMJ
pursuant to the terms of this  Agreement,  El Capitan agrees that it shall cause
200,000  shares  of stock  of its  parent  corporation,  G&MC (in the form of 40
certificates  of 5,000 shares each),  to be transferred and assigned to JMJ. JMJ
acknowledges  that these  shares will be  TRANSFERRED  TO IT OR ITS  NOMINEES BY
existing  shareholders  and that the same may have no value  and no  market  may
exist for such shares. Further, such shares are subject to dilution and have not

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been  registered by El Capitan OR G&MC. JMJ  acknowledges  that these shares are
being  obtained  for  investment  purposes  only  and  that JMJ has done all due
diligence that it deems  appropriate and necessary and has HAD access to any and
all  information  concerning  G&MC, and is a sophisticated  investor  capable of
writing off in total any of the  investment it is making in the Joint Venture in
the event the G&MC stock is OR BECOMES valueless.  The parties  acknowledge that
they have been advised to obtain separate legal advice concerning Securities Law
issues ARISING FROM THE TERMS OF THIS AGREEMENT.

VI. DIVISION OF REVENUES

     A.   Initial  Division.  Until  such  time  as JMJ  has  received  payments
          equaling   $428,000.00,   or  until  the  tenth  anniversary  of  this
          Agreement,  whichever  occurs sooner,  net revenues (as defined below)
          shall be divided and paid as follows:

          1. 25% to JMJ;

          2.   18.75% to those individuals listed on Exhibit "D" attached hereto
               and made a part  hereof,  to be paid pro rata to the  Exhibit "D"
               individuals and entities; and,

          3.   56.25% to El Capitan.

          4.   At such time as the  obligations  as listed on  Exhibit  "D" have
               been fully paid,  the 18.75%  otherwise  payable to such  parties
               shall thereafter be payable to El Capitan.

     B.   SUBSEQUENT  DIVISION.  IN  THE  EVENT  JMJ  has  received  payment  of
          $428,000.00 PRIOR TO THE TENTH ANNIVERSARY OF THE DATE HEREOF, all net
          revenues thereafter available to the Joint Venture shall be payable as
          follows:

          1.   3.6% to JMJ;

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          2.   18.75% to the  Exhibit  "D"  parties,  unless  they have  already
               received  the full  amount as set forth on  Exhibit  "D" IN WHICH
               EVENT THIS 18.75% SHALL BE PAID TO EL CAPITAN; and,

          3.   The remainder to El Capitan.

          4.   At such time as the Exhibit  "D" parties  have been paid in full,
               El Capitan shall be entitled to receive 96.4% of all revenues.

          5.   ALL REVENUES  ACCRUING FROM THE LINCOLN COUNTY  PROPERTIES ON AND
               AFTER JANUARY 23, 2007 SHALL BE PAID TO EL CAPITAN.

     C.   NET REVENUES  DEFINED.  Net revenues shall be defined to be all moneys
          received by the Joint Venture from the operation of the Lincoln County
          properties,  after  payment of all direct costs of  operations,  after
          setting aside a reserve equal to two months of direct  operating costs
          for the  Lincoln  County  properties,  and  before any  provision  for
          payment of taxes.

     D.   MONTHLY  PAYMENT.  Payments of net  revenues  as provided  for in this
          Article shall be paid no less often than 15 days  following the end of
          each calendar month.

VII. DESIGNATION OF MANAGING PARTNER

     Until  such time as JMJ has  received  $428,000  of net  revenues  from the
operations  of the  Joint  Venture,  JMJ  shall be the  Managing  Joint  Venture
Partner. Following receipt by JMJ of $428,000.00, El Capitan shall thereafter be
the Managing Joint Venture Partner.

VIII. AUTHORITY AND RESPONSIBILITIES OF MANAGING JOINT VENTURE PARTNER

     The Managing Joint Venture Partner shall have the following authorities and
responsibilities:

     A.   After full consultation  with the non-managing  Joint Venture Partner,
          to develop and adopt budgets,  hire and dismiss personnel,  manage all
          day-to-day operations, expend such funds as the Managing Joint Venture
          Partner deems prudent and appropriate in its business  judgment,  keep

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          accurate  accounting  records,  establish and maintain bank  accounts,
          enter into additional  contracts,  leases and other agreements for the
          operation  of  the  Lincoln  County   properties,   employ   C.P.A.'s,
          accountants,  attorneys and other professionals,  maintain, repair and
          replace all equipment,  obtain and comply with all applicable permits,
          and to  pay  all  taxes,  except  any  taxes  based  on  income  to be
          distributed to those parties identified in Article VI.

     B.   The Managing  Joint Venture  Partner shall provide all parties to this
          Agreement with reports no less often than monthly concerning operation
          of the Lincoln County  properties and the financial  results therefrom
          and shall  account to all  parties  to this  Agreement  regarding  all
          revenues  received and available for  distribution.  In addition,  the
          Managing  Joint  Venture  Partner may take any and all other  actions,
          even if not  listed  in  subsection  a.  above as are  reasonable  and
          prudent to properly manage the business of the Joint Venture.

     C.   The Managing Joint Venture Partner shall receive no management fee for
          its  operation  and  management  of this  Joint  Venture  but shall be
          entitled to reimbursement of all direct expenses and costs incurred in
          fulfilling its manage- ment duties.

     D.   Without the  consent of the other party  hereto,  the  Managing  Joint
          Venture  Partner  may not borrow any  moneys or incur  obligations  in
          excess of  $200,000.00  for any single budget item during any calendar
          year, BUT SHALL HAVE THE AUTHORITY TO ENTER into any contracts, leases
          or other agreements OF ANY DURATION.

     E.   The parties  hereto  acknowledge  that so long as JMJ is the  Managing
          Joint  Venture  Partner,  that  it  will  delegate  management  of the
          day-to-day  operations of the Joint Venture business to Mr. Jim Dalos,
          President of El Capitan or such other  person as the parties  mutually
          agree on. For the first three (3) months  following  the  execution of

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          this  Agreement,  and for so long thereafter as is necessary until the
          Joint Venture  achieves a positive cash flow,  the Joint Venture shall
          pay to Mr.  Dalos a salary  of  $1,250.00  per week.  Thereafter,  any
          compensation  to be paid to Mr.  Dalos shall be the  obligation  of El
          Capitan.  In  addition,  El  Capitan  and  G&MC  hereby  agree to make
          available  on a full or  part-time  basis to the  Joint  Venture  B.J.
          Bouldin  and  Kent  Bouldin  and  all   compensation   paid  to  these
          individuals shall be the obligation of the Joint Venture.

IX. TERM OF AGREEMENT

     This Joint Venture  Agreement  shall have a term of ten (10) years at which
time it shall  automatically  terminate  and all  assets  of the  Joint  Venture
(except any net revenues available for distribution) shall thereafter revert and
be the sole and separate property of el Capitan.

X. REPRESENTATIONS OF EL CAPITAN

     El Capitan hereby represents and warrants to JMJ the following:

     A.   El Capitan has all permits and other legal authorizations necessary in
          order  to  operate  the  Lincoln  County   properties  in  the  manner
          contemplated  by the parties  hereto and all such  authorizations  and
          permits are valid.  No violations,  claims,  or threats of revocations
          exist concerning such authorizations and permits. All such permits are
          attached hereto as Exhibit "E".

     B.   All assets listed on Exhibit "B",  including the float cell unit owned
          and operated by  Magovitch,  are in  reasonable  working order and are
          capable of operating in a manner allowing the Joint Venture to conduct
          its business operations.

     C.   The Lincoln County properties are subject to those agreements attached
          hereto as Exhibit "F" and all Exhibit "F"  agreements are currently in
          full force and effect and no claims or  liabilities  exist which would
          render such  agreements to be void or voidable,  or which would result

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          in liability to the Joint Venture for actions or failures to act which
          occurred prior to the execution of this Agreement.

     D.   El Capitan has good and valid title to or  enforceable  assignments or
          rights to use all assets listed on Exhibit "B".

     E.   G&MC and El Capitan  hereby  represent that the values in the head ore
          from the Lincoln County  properties  will,  after  concentration  with
          existing  available  equipment,  result  in a  concentrate  containing
          sufficient  values of precious metals to cause the  concentrates to be
          saleable  to  existing  precious  metals  refineries.

     F.   JMJ hereby acknowledges that it has had full access to all information
          the Lincoln County properties and all items referenced on the exhibits
          attached  hereto and has conducted all due diligence to its reasonable
          satisfaction  concerning the  representations  contained  herein.

XI. GOVERNING LAW

     This Agreement shall be governed by the laws of the State of Arizona.

XII. ATTORNEY'S FEES

     In the  event of a dispute  concerning  the  terms of this  Agreement,  the
prevailing party shall be entitled to reasonable attorney's fees and costs.

XIII. ARBITRATION

     In the event of any dispute arising under this Agreement, the parties agree
that such  dispute,  if it  cannot be  resolved  BY MUTUAL  AGREEMENT,  shall be
subject to binding arbitration by the American Arbitration Association.

XIV. REPRESENTATION BY COUNSEL

     Each  party  hereto   acknowledges  that  it  has  retained  legal  counsel
concerning the  negotiation and  documentation  of this Agreement or has had the
opportunity  to  obtain  counsel.  The  parties  further  acknowledge  that this
document was drafted by Hal W. Mack, P.C. and each party consents to that firm's
involvement  and  waives  any  conflicts  of  interest  concerning  that  firm's
involvement.  The parties further acknowledge that the firm of Hal W. Mack, P.C.
has  advised  them  that any  Securities  Law  issues  regarding  the  terms and
provisions  of this  Agreement  have not been reviewed or opined by Hal W. Mack,
P.C. and that the parties hereto will seek separate legal counsel concerning any
Securities Law issues.

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XV. RATIFICATION AND ASSUMPTION BY EL CAPITAN

     THE PARTIES  ACKNOWLEDGE THAT AT THE TIME OF THE ORIGINAL EXECUTION OF THIS
JOINT  VENTURE  AGREEMENT EL CAPITAN WAS IN THE PROCESS OF  FORMATION  UNDER THE
LAWS OF THE  STATE  OF NEW  MEXICO  AND  THAT ITS  FORMATION  WAS  INADVERTENTLY
NEGLECTED.  SUBSEQUENTLY, ON JANUARY 14, 1998, EL CAPITAN WAS INCORPORATED UNDER
THE LAWS OF THE STATE OF ARIZONA AND ALL OF ITS ISSUED AND OUTSTANDING STOCK WAS
AND IS ISSUED BY G&MC, EL CAPITAN HEREBY ADOPTS,  RATIFIES AND CONFIRMS:  A) ALL
OF THE TERMS AND PROVISIONS OF THE ORIGINAL JOINT VENTURE  AGREEMENT;  B) ALL OF
THE TERMS AND PROVISIONS OF THIS AMENDED AND RESTATED  JOINT VENTURE  AGREEMENT;
AND C) ALL OF THE ACTIONS AND  ACTIVITIES  OF JMJ AS THE MANAGING  JOINT VENTURE
PARTNER FROM THE DATE OF THE ORIGINAL JOINT VENTURE AGREEMENT TO THE PRESENT.

XVI. ENTIRE AGREEMENT

     This Agreement contains the entire agreement between the parties hereto and
supersedes any and all prior written or oral understandings between the parties.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first set forth above.

                                           JMJ PARTNERS, L.L.P.


                                           By:
                                               ---------------------------------
                                               Joe Hohmann,
                                               Managing General Partner


                                           EL CAPITAN, LTD.


                                           By:
                                               ---------------------------------


                                           GOLD & MINERALS COMPANY, INC.


                                           By:
                                               ---------------------------------

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                                JMJ PARTNERS, LLP
                         c/o 10082 E. San Salvador Drive
                            Scottsdale, AZ 85258-5668


El Capitan-JMJ Partners Joint Venture
c/o El Capitan, Ltd.
P.O. Box 5148
Scottsdale, AZ 85261

Gentlemen:

         This letter is written to confirm the resignation of JMJ Partners,  LLP
as the Managing Joint Venture  Partner of El Capitan-JMJ  Partners Joint Venture
effective as of April 3, 1997. It is JMJ's  understanding that el Capitan,  Ltd.
will assume the duties of the Managing Joint Venture Partner.

                                           Very truly yours,

                                           JMJ PARTNERS, L.L.P.


                                           By: /s/ Joe Hohmann
                                               ---------------------------------
                                               Joe Hohmann,
                                               Managing General Partner

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