Exhibit 10.1

                                    AGREEMENT

     This  agreement  (the  "Agreement")  is entered into by and between  Alanco
Environmental  Resources  Corporation  ("Alanco") and Gold And Minerals Company,
Inc. ("GAM"), effective as of September 1, 1999.

     WHEREAS,  Alanco  leases 13 mining  claims  on  approximately  268 acres in
Mohave  County,  Arizona from the United States Bureau of Land  Management  (the
"BLM") known as the COD Mine (the "COD Mine").

     WHEREAS,  Alanco also owns various  personal  property (the "Property") and
buildings (the "Buildings") at the COD Mine.

     WHEREAS,  GAM  desires  to  purchase  the COD Mine,  the  Property  and the
Buildings   from  Alanco  and  Alanco  desires  to  sell  said  assets  to  GAM.
(Hereinafter  the COD Mine,  the Property and the Building may be referred to as
the "Assets.")

     NOW, THEREFORE, the parties hereto agree as follows:

     1. Alanco hereby sells, transfers, assigns and grants unto GAM: (a) the COD
Mine by way of the Quit Claim Deed set forth as Exhibit A attached  hereto;  and
(b) the  Buildings  and the  Property  by way of the Bill of Sale  set  forth as
Exhibit B attached hereto.

     2.  The  purchase  price  for the  Assets  shall  be Four  Million  Dollars
($4,000,000)  (the  "Purchase  Price").  However,  the  Purchase  Price shall be
subject to adjustment if the results of the 1999  appraisal of the COD Mine (the
"Appraisal") yield a value of less than $3,600,000 or more than $4,400,000.

     3. The  Purchase  Price shall be paid by GAM by  delivering  to Alanco Four
Million  (4,000,000) shares of its Series A Convertible  Preferred Stock as more
fully  described in Certificate  of Designation  set forth in Exhibit C attached
hereto  (the  "Series  A  Preferred  Stock"),  subject  to  adjustment  per  the
Appraisal.

     4. GAM hereby represents and warrants to Alanco as follows:

     (a) GAM is a  corporation  duly  organized,  validly  existing  and in good
standing  under the laws of the State of Nevada and has all requisite  corporate
power and authority to carry on its business as now conducted and as proposed to
be conducted.
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     (b) The  authorized  capital  of GAM  consists  of,  immediately  prior  to
closing, of: (i) 10,000,000 shares of Preferred Stock, par value $.001, of which
no shares have been issued;  and (ii) 60,000,000  shares of Common Stock,  $.001
par value, of which 39,933,660 shares are issued and outstanding,  with up to an
additional  10,000,000 shares may be issued to the Chairman and the President of
GAM upon conversion of GAM's  outstanding  debt to them.

     (c) The issuance of the Series A Preferred  Stock has been duly  authorized
by GAM's Board of Directors and the Certificate of Designation for the Preferred
Stock shall be filed with and accepted by the Nevada Secretary Of State prior to
the closing of the  transaction  contemplated  by this  Agreement.  The Series A
Preferred  Stock when issued to Alanco will be duly validly  issued,  fully paid
and non-assessable.

     5. GAM shall not sell, transfer, assign or pledge any of the Assets without
the prior written approval of Alanco, so long as any Series A Preferred Stock is
owned by Alanco.  However,  in the event  Alanco  pledges the Series A Preferred
Stock, the above-stated  restriction on GAM's transfer of the Assets shall cease
and terminate.

     6. Alanco  warrants  that the  Appraisal is the true and correct  appraisal
received from the appraiser. Alanco also warrants that its has full right, title
and interest in the Assets and it has the right to sell and transfer the Assets,
subject  to the BLM  owing  the real  estate  at the COD  Mine.  Alanco  further
warrants  that the  Assets are free from any liens and are  unencumbered  by any
debt.

     7. Any  controversy or claim arising out of or relating to this  Agreement,
except for a request for injunctive  relief,  shall be settled by arbitration in
the Phoenix metropolitan area in accordance with the then governing rules of the
American  Arbitration   Association.   The  party  to  whom  the  arbitrator  or
arbitration  panel  makes an award  shall be  entitled to receive as part of the
award the reasonable cost of its attorney fees and litigation expenses. Judgment
upon the award rendered in the arbitration may be enforced in court described in
Paragraph 10 below of this Agreement.

     8. The  transaction  contemplated by this Agreement shall be consummated as
soon as  reasonably  possible,  with Alanco  holding the executed  Exhibit A and
executed  Exhibit B until  such time on or before  September  15,  1999 that GAM
delivers a duly authorized and executed Preferred Stock certificate representing
4,000,000 shares of Series A Preferred Stock to Alanco.

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<PAGE>
     9. This rights and  obligations  upon the parties to this Agreement may not
be assigned by one party without the prior written consent of the other party.

     10. This Agreement  shall be governed by and interpreted in accordance with
the laws of the State of Arizona,  United States of America.  The parties hereby
expressly  agree that the  proper  venue for any claim or cause of action by the
parties shall be the Superior  Court for Maricopa  County,  Arizona and the each
party upon execution of this  Agreement  consents to the service of process from
such court.

     11. No modification or amendment of this Agreement shall be valid unless it
is in writing and signed by both parties hereto.

     12. This Agreement constitutes the entire agreement between the parties and
supersedes  all prior  agreements  and  understandings  between  the Company and
Employee.

     13.  The waiver by either  party of a breach of any term of this  Agreement
shall not operate as, or be construed as, a waiver of any subsequent breach.

     14. This  Agreement  may be executed in two or more  counterparts,  each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.

     IN WITNESS WHEREOF, the parties have executed this Agreement,  effective as
of the date first above written.

                                      ALANCO ENVIRONMENTAL RESOURCES CORPORATION


                                      By: /s/ Robert R. Kauffman
                                          --------------------------------------
                                              Robert R. Kauffman, Chairman



                                      GOLD AND MINERALS COMPANY, INC.


                                      By: /s/ Charles C. Mottley
                                          --------------------------------------
                                              Charles C. Mottley, Chairman

                                       3
<PAGE>
                                    EXHIBIT B

                                  BILL OF SALE

     Alanco Environmental Resources Corporation hereby sells, assigns, transfers
and grants unto Gold And Minerals Company, Inc. all Buildings located on the COD
Mine site in Mohave County,  Arizona and the personal  property set forth on the
attached schedule.

                                      ALANCO ENVIRONMENTAL RESOURCES CORPORATION


                                      By: /s/ Robert R. Kauffman
                                          --------------------------------------
                                              Robert R. Kauffman, Chairman