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Exhibit 10.1

                                 LEASE AGREEMENT


HERB DUERR AND GEORGE J. ELIOPULOS (Lessor) lease to FOOTHILLS RESOURCES INC.
(Lessee) the lode mining claims attached as Exhibit "A", located in portions OF
SECTIONS 10 AND 11, T 15N, R 64E MDM IN WHITE PINE COUNTY, NEVADA (referred to
as the Property), subject to the following conditions:

RECITALS:

A.       "Effective Date" means MARCH 1, 2001.

B.       "Lease Year" means each one (1) year period following the Effective
         Date and each anniversary of the Effective Date.

1.       WARRANTIES. The Lessor warrants that he is the owner of the lode mining
         claims more particularly described in Exhibit A and said claims are
         free from all liens and encumbrances.

2.       EXPLORATION AND DEVELOPMENT RIGHTS. Lessor will grant the Property to
         Lessee for the Lease period with the exclusive right to explore,
         develop and mine the Property for gold, silver and other valuable
         minerals.

3.       PERFORMANCE REQUIREMENTS / ASSUMPTION OF CLAIM MAINTENANCE. Under
         applicable Federal, State, and County laws and regulations, Federal,
         State, and County annual mining claim maintenance or rental fees are
         required to be paid for the unpatented mining claims which constitute
         all or part of the Property, beginning with the annual assessment work
         period of September 1, 2001 to September 1, 2002. FOOTHILLS shall
         timely and properly pay the Federal, State, and County annual mining
         claim maintenance or rental fees, and shall execute and record or file,
         as applicable, proof of payment of the Federal, State, and County
         annual mining claim maintenance or rental fees and of Lessor's
         intention to hold the unpatented mining claims which constitute the
         Property. If FOOTHILLS does not terminate this Agreement before June 1
         of any subsequent Lease Year, FOOTHILLS will be obligated either to pay
         the Federal, State, and Local annual mining claim maintenance or rental
         fees for the Property due that year or to reimburse Lessor for same.


4.       AREA OF INTEREST. Any additional claims located or acquired by the
         Lessee within one (1) mile from the exterior boundaries of the mining
         claims described in Figure 2 of the Technical Report for Foothills
         Resources, Inc. dated November 30, 2000 by Edward P. Jucevic shall
         become a part of the leased property and shall be subject to the terms
         of this lease as of the Effective Date.


5.       SCHEDULE OF MINIMUM PAYMENTS. The Lessee shall pay to the Lessor
         minimum payments, which shall be advance payments of the Royalty, of
         US$5,000.00 upon execution of this lease. The Lessee may extend this
         lease upon payment of the following:

                  a.       Pay Lessor US$5,000.00 upon execution of this lease
                           as described above.

                  b.       Pay Lessor US$7,500.00 on or before the first
                           anniversary of the execution of this lease.

                  c.       Pay Lessor US$10,000.00 on or before the second
                           anniversary of the execution of this lease.

                  d.       Pay Lessor US$20,000.00 on or before the third
                           anniversary of the execution of this lease.

                  e.       Pay Lessor US$50,000.00 on or before the fourth
                           anniversary of the execution of this


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                           lease.

                  f.       Pay Lessor US$50,000.00 on every anniversary
                           thereafter. Payments adjusted to annual changes in
                           the consumer price index (CPI) with 2000 as base
                           year. CPI payments apply to payments beginning with
                           the fourth anniversary.

5.i.     BUYOUT. Buyout price is US$5,000,000 (five million dollars) from which
         advance royalty payments, made ------ up to the day of buyout, may be
         subtracted from the Buyout price. Lessee with pay Lessor a perpetual
         one-half percent (0.5%) royalty on Net Smelter Returns (as defined
         below in Section 6. of this document) thereafter.

6.       DEFINITION OF NET SMELTER RETURNS. During the term of this Lease,
         Lessee shall pay to Lessor, as a land owner's Production Royalty, a
         percentage of the Net Smelter Returns (as defined below) from the sale
         of any Valuable Minerals, Ore, and Product mined and sold from the
         Property. "Net Smelter Returns" are defined as the gross revenues
         actually received by Lessee from the sales of any Valuable Minerals
         extracted and produced from the Property less the following charges:

                  a.       All costs to Lessee of weighing, sampling,
                           determining moisture content and packaging such
                           material and of loading and transporting it to the
                           point of sale, including insurance and in-transit
                           security costs.

                  b.       All smelter costs and all charges and penalties
                           imposed by the smelter, refinery or purchaser.

                  c.       Marketing costs and commissions.

                  d.       Not withstanding the foregoing, for purposes of
                           determining the royalty payable to Lessor on any gold
                           and/or silver produced from the Property, the price
                           attributed to such gold and/or silver shall be the
                           price per ounce of gold and/or silver on which the
                           royalty is to be paid (as the case may be) as quoted
                           on the London Metals Exchange at the PM fix on the
                           day prior to the date of final settlement from the
                           smelter, refinery or other buyer of the gold and/or
                           silver on which the royalty is to be paid (the
                           "Quoted Price"). For purposes of determining the
                           gross revenues, in the event the Lessee elects not to
                           sell any portion of the gold and/or silver mined from
                           the Property, but instead elects to have the final
                           product of any such gold and/or silver credited to be
                           held for its account with any smelter, refiner or
                           broker, such gold and/or silver shall be deemed to
                           have been sold at the Quoted Price on the day such
                           gold and/or silver is actually credited to or placed
                           in Lessee's account. The percentage for this
                           Production Royalty shall be three and one-half
                           percent (3%).

                  e.       Lessors shall be paid the Production Royalty
                           quarterly by certified check by the Lessee.

7.       CONDITIONS OF TERMINATION BY LESSOR. This lease may be terminated at
         any time by the Lessor subject to the following:


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                  a.       If Lessee fails to meet the above lease payments,
                           Lessor must give written notice to Lessee of such
                           default. After receipt of default, Lessee has 15 days
                           to cure the default.

                  b.       If Lessee fails to make Federal, State, and County
                           maintenance payments or filing fees at least 15 days
                           prior to due date, Lessor shall notify Lessee of a
                           possible default. After 10 days, if the default is
                           not cured Lessor may initiate payment on the claims.
                           Lessee will be able to cure this default by
                           reimbursing all Federal, State and County payments
                           made by the Lessor + a 20% penalty within 30 days.

8.       CONDITIONS OF TERMINATION BY LESSEE. This Lease may be terminated at
         any time by the Lessee subject to the following:

                  a.       Lessee must give written notice 30 days prior to
                           relinquishing the leased property.

                  b.       In the event Lessee desires to terminate the
                           agreement after June 1 of any year, Lessee shall be
                           responsible for all Federal, State, and County
                           Maintenance and filing fees for the next assessment
                           year regarding the leased property.

                  c.       Lessee shall deliver to Lessors in reproducible form
                           all data generated or obtained for the leased
                           property, whether factual or interpretive as defined
                           in section 13.

                  d.       Lessee shall quitclaim to Lessors all claims located
                           or acquired by Lessee within the one (1) mile area of
                           interest described in Paragraph 4.

9.       RECLAMATION, COMPLIANCE WITH THE LAW.. All exploration and development
         work performed by FOOTHILLS during the term of this Agreement shall
         conform with the applicable laws and regulations of the state in which
         the Property is situated and the United States of America. FOOTHILLS
         shall be fully responsible for compliance with all applicable Federal,
         State, and local reclamation statutes, regulations and ordinances
         relating to such work, at FOOTHILLS cost, and FOOTHILLS shall indemnify
         and hold harmless Lessor from any and all claims, assessments, fines
         and actions arising from FOOTHILLS failure to perform the foregoing
         obligations. FOOTHILLS reclamation obligation shall survive termination
         of the Agreement. Lessor agrees to cooperate with FOOTHILLS in
         FOOTHILLS application for governmental licenses, permits, and
         approvals, the costs of which shall be borne by FOOTHILLS. FOOTHILLS
         shall own all governmental licenses, permits, and approvals.

10.      Liens. Lessee shall keep the property free from any and all liens and
         encumbrances.

11.      TRANSFER, ASSIGNMENT, RIGHT OF FIRST REFUSAL. Either party shall be
         free to assign its rights under the detailed agreement to an affiliate
         company. They also shall have the right to transfer all or part of
         their interest in the Agreement to a third party, but transfers to a
         third party shall be subject to a right of first refusal by the Lessor.
         Assignments permitted under this paragraph shall not be effective
         unless and until the permitted assignee agrees in writing in form and
         substance acceptable to the remaining party assuming all of the
         assigning party's obligations under this Lease Agreement. The party
         assigning interest in this lease shall notify the other party within 15
         days of such assignment and all parts of this agreement will remain in
         effect.


12.      LEASE TERM. The term of this lease is for twenty (20) years, renewable
         for additional twenty (20) years so long as conditions of the lease are
         met.


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13.      DATA AND REPORTS. Upon and after execution of the detailed agreement,
         Owner will make available to Lessee all technical data, survey notes or
         maps, samples, drilling results including drill logs and reports
         concerning the Property which Owner possesses, or to which it has
         access, or which it acquires in the future. Within 60 days after
         termination of the detailed agreement, Lessee shall return to Owner,
         all information of a nature similar to that described above and
         developed by Lessee during the term of the Lease Agreement. If
         requested by Owner not more than once in any 12 calendar months, Lessee
         shall submit to Owner, within 60 days of Lessee's receipt of such
         request, an annual progress report describing Lessee's work upon the
         Property, the results of such work, and the amounts expended by Lessee
         in furtherance thereof to the date of such report.

14.      NOTIFICATION TO LESSOR. All notices and payments from Lessee to Lessor
         shall be sent to:

                  George J. Eliopulos
                  4845 Pinesprings Dr.
                  Reno, Nevada 89509  USA

         or any other person Lessor shall designate. If Lessor designates an
         alternative person to receive notices and payment, they shall provide
         written notice of such to Lessee. All lease payments shall be made in
         the form of a check payable to Herb Duerr (50%) and George Eliopulos
         (50%).

15.      NOTIFICATION TO LESSEE. All notices from Lessor to Lessee shall be sent
         to:

                  Foothills Resources Inc.
                  9 Langdon Close
                  Woking Surrey  GU21 3QJ
                  England




         or any other person Lessee shall designate. If Lessee designates an
         alternative person to receive notices, they shall provide written
         notice of such to Lessor.


The parties have executed this Agreement effective as of the Effective Date.

                                      Herb Duerr or George Eliopulos


                                       By
                                         --------------------------------
                                         /s/ Herb Duerr
                                         --------------------------------

                                      Foothills Resources, Inc.

                                         /s/ J. Earl Terris
                                         --------------------------------
                                             J. Earl Terris


EXHIBIT  A
                             DESCRIPTION OF PROPERTY


A.       Unpatented Mining Claims

                                                   CLAIM NAME BLM NMC #'S

                                                     TC 709646 -709650