EXHIBIT 1
                    ASSET CONTRIBUTION AND EXCHANGE AGREEMENT

         THIS ASSET  CONTRIBUTION  AND  EXCHANGE  AGREEMENT (the "Agreement") is
entered into effective as of the 20th day of May,  2001,  by  and  between  PARK
VANGUARD, LLC., a Nevada limited liability  company  ("Park"),  and CROWN  JEWEL
RESOURCES CORP., a Delaware corporation ("Crown"). RECITALS

         A. Park has  acquired,  as  of  the  date hereof, certain Real Property
(hereinafter defined) in Sanpete County, Utah (all as hereafter defined); and

         B. Park desires to contribute, assign,  transfer  and deliver to Crown,
subject to Section 351 of the Internal Revenue Code (the "Code"),  all of Park's
right, title and interest to such Real Property in exchange for certain real and
tangible property related to manufacturing and selling of gold  jewelry, subject
to  Sections  301 and 337 of the Code and the sale of common  stock (the  "Crown
Assets").

         NOW, THEREFORE, in consideration  of  the  covenants,  representations,
conditions  and  agreements  set forth  herein and for other  good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
                                    ARTICLE I

          ASSET CONTRIBUTION AND PURCHASE AND SALE OF THE COMMON STOCK

         1.1 Contribution.  Contemporaneously  with  the  execution and delivery
hereof, and upon the terms and conditions hereof, Park shall contribute, assign,
transfer  and deliver to Crown,  and Crown shall  accept,  all of Park's  right,
title and interest in and to the real  property and  interests in real  property
and  buildings,   structures  and  improvements  thereon  (including  easements,
rights-of- way, water rights, tenements, hereditaments,  appurtenances, fixtures
and other real property rights appertaining thereto) leased or owned by Park and
more  particularly  described on Schedule 1.1(a) ( "Gateway")  which is owned by
Park as the same shall exist on the Closing Date (as defined herein), including:

         (a)      all  right,  title  and interest of Park under the Development
                  Agreement; and

         (b)      all goodwill associated with Gateway;

         1.2      Retained Assets.  Crown expressly understands and agrees  that
the assets and properties set forth  on  Schedules  1.2  (the "Retained Assets")
shall be excluded from Gateway.

         1.3      Contribution Consideration. At the Closing (defined below), as
consideration for the contribution of Gateway, Crown shall  deliver  to Park the
Crown Assets including:


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         (a) all  trade  fixtures,  machinery  and equipment, computer equipment
(including  hardware  and  software),   office  equipment  and  supplies,  other
supplies,  furniture,  parts and other tangible personal property (and interests
in any of the foregoing)  previously acquired by Crown (whether or not currently
used) for the  manufacture  of gold,  platinum  and silver  jewelry  (the "Crown
Assets"),  including all items of personal  property  which are all set forth on
Schedule 1.3(a) (the "Crown Personal Property"), and any additions or accessions
thereto or substitutions therefor or proceeds thereof;

         (b) the option  provided  by  Section 1.1(b)  of  the   certain   Asset
Contribution  and Stock Purchase  Agreement  dated June 8, 2000, to acquire real
property  and  interests  in  real  property  and   buildings,   structures  and
improvements  thereon  (including   easements,   rights-of-way,   water  rights,
tenements, hereditaments, appurtenances, fixtures and other real property rights
appertaining  thereto) leased or owned by Crown and more particularly  described
on Schedule 1.3(b) (the "Crown Real Property");

         (c) stock  certificate(s)  evidencing  such  shares  of validly issued,
fully paid and non- assessable restricted shares of the Common Stock of Crown as
shall  equal  $1.675  million at 50% of the lowest bid price over the  preceding
sixty days (the "Shares").

         1.4 The  Closing.   The  closing  of  the  contribution  of Gateway and
exchange  of Crown  Assets  (the  "Closing")  shall take place at the offices of
Greenberg  Traurig LLP, 3290  Northside  Parkway,  Suite 400,  Atlanta,  Georgia
30327, or at such other place,  date and time as the parties may mutually agree.
The  Closing  shall be  deemed  effective  as of 11:59  p.m.  on the date of the
Closing (the "Closing  Date").  Notwithstanding  the foregoing,  all deliveries,
payments and other  transactions and documents  relating to the Closing shall be
interdependent  and none  shall be  deemed  effective  unless  and until all are
effective  (except to the extent that the party entitled to the benefit  thereof
has waived  satisfaction or performance  thereof as a condition precedent to the
Closing), and shall be deemed to be consummated simultaneously.

         1.5 Retained Liabilities. Neither party assumes, and shall not  at  any
time  hereafter  (including on or after the Closing Date) become liable for, any
liabilities  of the  other or any of its  affiliates,  other  than  the  Assumed
Liabilities  (the  "Retained  Liabilities").  For the  avoidance  of doubt,  the
Retained Liabilities including,  but are not limited to, the following:  (a) any
liability   whether  presently  in  existence  or  arising  hereafter  which  is
attributable  to a Retained  Asset;  (b) any  liability  the  existence of which
constitutes a breach of any  representation or warranty by each party hereunder;
(c) any liability whether  currently in existence or arising hereafter  relating
to fees, commissions or expenses owed to any broker, finder,  investment banker,
attorney or other  intermediary or advisor  employed by each party or any of its
affiliates in connection with the transactions contemplated hereby or otherwise;
(d) any liability,  whether currently in existence or arising hereafter, owed by
each party to the members of each party or any of their respective associates or
affiliates;  (e) all  liabilities  and  obligations  of each  party  under  this
Agreement and any other  agreement  entered into in connection  herewith and (f)
those liabilities described as Retained Liabilities on Schedule 1.5.


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         1.6 Related  Agreements  and  Other  Deliveries.   In  addition  to the
foregoing,  each of Crown and Park covenant and agree to execute the  agreements
and make the deliveries described in Article V hereof at the Closing.

                                   ARTICLE II

                     REPRESENTATIONS AND WARRANTIES OF PARK

         Park represents  and  warrants  to  Crown,  which  representations  and
warranties  shall  survive the Closing in  accordance  with  Section 6.1, as set
forth below.

         2.1 Organization. Park is a limited liability company  duly  organized,
validly  existing  and in good  standing  under the laws of the State of Nevada.
Park has the requisite power and authority to own Gateway.

         2.2 Authority.  Park  has  the necessary power and authority to execute
and  deliver  this  Agreement  and all  related  agreements  hereto  (the "Other
Agreements")  and  to  consummate  the  transactions  contemplated  hereby.  The
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions  contemplated  hereby by Park have been duly and validly authorized
and approved by all  necessary  company  action of Park and no other  company or
member proceedings on the part of Park, its Managers or members are necessary to
authorize  or  approve  this  Agreement  or  to  consummate   the   transactions
contemplated hereby. This Agreement has been duly executed and delivered by Park
and,  assuming the due  authorization,  execution and delivery  hereof by Crown,
constitutes the legal, valid and binding obligation of Park, enforceable against
Park in  accordance  with its terms,  subject  only to  bankruptcy,  insolvency,
reorganization,  moratorium or similar laws at the time in effect  affecting the
enforceability  or  rights  of  creditors  generally  and to  general  equitable
principles which may limit the right to obtain equitable remedies.

         2.3 No  Conflicts,  Required  Filings  and  Consents.   The  execution,
delivery and performance of this Agreement and all Other Agreements by Park, the
consummation  by Park of the  transactions  contemplated  hereby and thereby and
compliance  by Park with any of the  provisions  hereof do not and will not: (a)
conflict with or violate the Certificate of  Organization  or written  Operating
Agreement of Park;  (b) to the knowledge of Park result in a material  violation
of  any  statute,  ordinance,  rule,  regulation,   order,  judgment  or  decree
applicable  to Park or  Gateway;  (c)  result in a  violation  or breach  of, or
constitute  a default (or an event  that,  with notice or lapse of time or both,
would  become a default)  under,  or give to others  any rights of  termination,
amendment,  acceleration or cancellation of, any material contract, agreement or
arrangement  related to Gateway,  or result in the creation or imposition of any
lien,  charge,  restriction,  claim or encumbrance of any nature whatsoever upon
any of Gateway or the other  properties  or assets of Park,  which  violation or
breach would have a Material Adverse Effect; or (d) require any consent, waiver,
license, approval, authorization, order, permit, registration or filing with, or
notification  (any of the foregoing  being a "Consent") to (i) any government or
subdivision  thereof,  whether  domestic,  foreign  or  multinational,   or  any
administrative,  governmental,  or  regulatory  authority,  agency,  commission,
court,  tribunal  or  body,  whether  domestic,   foreign  or  multinational  (a
"Governmental Entity"); or (ii), except with respect to Gateway, any individual,
corporation, trust, partnership, limited liability

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company or other  entity  (collectively,  a  "Person"),  the failure of which to
obtain would have a Material Adverse Effect. A "Material Adverse Effect" means a
change  in,  or  effect  on,  the  operations,   affairs,  prospects,  financial
condition,  results of operations,  assets,  liabilities,  reserves or any other
aspect of Park that  results  in a  material  adverse  effect  on, or a material
adverse change in Park.

         2.4      Reserved.

         2.5      Brokers' Fees.  Park has no liability or obligation to pay any
fees or  commissions  to any  broker,  finder  or  agent  with  respect  to this
transactions contemplated by this Agreement.

         2.6 Litigation.  To  Park's knowledge, there is no action, suit, claim,
proceeding  or  investigation  pending  or,  to the  best of  Park's  knowledge,
threatened against or affecting Park or Gateway,  at law or in equity, or before
or by any foreign or domestic,  Federal,  state, municipal or other governmental
court, department, commission, board, bureau, agency or instrumentality.

         2.7 Taxes.  Park has duly and timely filed all federal, state and local
income, franchise,  excise, real and personal property and other tax returns and
reports, including extensions,  required to have been filed by Park with respect
to Gateway  on or prior to the date  hereof,  and has duly and  timely  paid all
taxes and other  governmental  charges,  and all  interest  and  penalties  with
respect thereto,  set forth in such returns including,  without limitation,  all
taxes which Park is  obligated  to withhold  from  amounts  owing to  employees,
creditors and third parties.

         2.8 Schedules.  All  Schedules  attached  hereto  are and will be true,
correct and complete as of the Closing.  Matters disclosed on any Schedule shall
be deemed disclosed on all other Schedules furnished by Park hereunder for which
the matters'  relevance is  reasonably  ascertainable  from its inclusion in the
former Schedule.
                                   ARTICLE III

                     REPRESENTATIONS AND WARRANTIES OF CROWN

         Crown represents  and  warrants  to  Park,  which  representations  and
warranties shall survive the Closing in accordance with Section 6.1, as follows:

         3.1 Organization  and  Qualification.  Crown  is  a  corporation   duly
organized,  validly existing and in good standing under the laws of the State of
Delaware.  Crown has the requisite corporate power and authority to carry on its
business as it is now being  conducted  and is duly  qualified or licensed to do
business,  and is in good standing,  in each jurisdiction where the character of
its properties  owned or held under lease or the nature of its activities  makes
such qualification necessary,  except where failure to be so qualified would not
reasonably  be expected to have a material  adverse  effect on Crown'  assets or
business, taken as a whole.

         3.2      Authority.   Crown  has  the  necessary  corporate  power  and
authority to execute and deliver this Agreement and all Other  Agreements and to
consummate the transactions contemplated

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hereby.   The  execution  and  delivery  hereof  and  the  consummation  of  the
transactions  contemplated hereby by Crown have been duly and validly authorized
and approved by all necessary  corporate action of Crown, and no other corporate
or  shareholder  proceedings  on the part of Crown,  its Board of  Directors  or
shareholders  are  necessary  to  authorize  or  approve  this  Agreement  or to
consummate the transactions  contemplated  hereby.  This Agreement has been duly
executed and delivered by Crown, and assuming the due  authorization,  execution
and delivery by Park,  constitutes  the legal,  valid and binding  obligation of
Crown,  enforceable  in accordance  with its terms,  subject only to bankruptcy,
insolvency,  reorganization,  moratoriums  or similar laws at the time in effect
affecting  the  enforceability  or right of creditors  generally  and by general
equitable principles which may limit the right to obtain equitable remedies.

         3.3      Crown Assets.

                  (a)  The  authorized  capital  stock  of  Crown   consists  of
200,000,000  shares of Common  Stock,  $0.00005 par value per share (the "Common
Stock").  Immediately prior to the Closing, 1,682,012 shares of the Common Stock
will be validly issued and outstanding,  fully paid and  nonassessable,  with no
personal liability  attaching to the ownership  thereof,  and no other shares of
capital stock will have been  authorized or issued.  The  stockholders of record
and holders of subscriptions,  warrants,  options,  convertible securities,  and
other  rights  (contingent  or other) to purchase or  otherwise  acquire  equity
securities of Crown, and the number of shares of capital stock and the number of
such subscriptions,  warrants,  options,  convertible securities, and other such
rights  held by each,  are as set forth in Schedule  3.3  hereto.  Except as set
forth in the  attached  schedules,  as  contemplated  by this  Agreement  (i) no
subscription,  warrant, option, convertible security, or other right (contingent
or other)  to  purchase  or  otherwise  acquire  equity  securities  of Crown is
authorized  or  outstanding  and (ii) there is no  commitment  by Crown to issue
shares, subscriptions,  warrants, options, convertible securities, or other such
rights or to distribute to holders of any of its equity  securities any evidence
of  indebtedness  or  asset.  Except  as  provided  for  in the  Certificate  of
Incorporation of Crown, as in effect on the Closing Date, or as set forth in the
attached Schedules or as contemplated by this Agreement, Crown has no obligation
(contingent or other) to purchase, redeem or otherwise acquire any of its equity
securities  or any  interest  therein or to pay any  dividend  or make any other
distribution  in  respect  thereof.  To Crown's  knowledge,  there are no voting
trusts or agreements,  stockholders'  agreements,  pledge  agreements,  buy-sell
agreements,  rights of first refusal,  preemptive  rights or proxies relating to
any  securities of Crown (whether or not Crown is a party  thereto).  All of the
outstanding  securities of Crown were issued in compliance  with all  applicable
Federal and state securities laws.

                  (b) When  delivered  to  Park  in  accordance  with  the terms
hereof, the Crown Assets and Shares shall be free and clear of any lien, charge,
security interest, pledge, option, right of first refusal, voting proxy or other
voting agreement,  or encumbrance of any kind or nature (any of the foregoing, a
"Lien").
         3.4      Reserved.

         3.5      No Conflicts, Required Filings and Consents.   The  execution,
delivery and  performance of this  Agreement and all Other  Agreements by Crown,
the consummation by Crown

<PAGE>



of the transactions contemplated hereby and thereby and compliance by Crown with
any of the provisions hereof do not and will not:

                  (a) conflict with or violate the Certificate of  Incorporation
or bylaws of Crown;

                  (b) to Crown' knowledge, result in a material violation of any
statute,  ordinance,  rule,  regulation, order, judgment or decree applicable to
Crown;

                  (c) require any Consent by (i) any Governmental Entity;or (ii)
any Person,  the failure of which to obtain would have a material adverse effect
on the Crown Assets.

         3.6 Brokers/Finders Fees.  Crown  has no liability or obligation to pay
any fees or  commissions  to any  broker,  finder or agent with  respect to this
transactions contemplated by this Agreement.

         3.7 Statements True and Correct. Any representation or warranty made by
Crown in any  certificate,  exhibit,  document or instrument  delivered by Crown
pursuant  hereto shall be deemed a  representation  or warranty made herein.  No
representation  or warranty made by Crown,  nor any  statement,  certificate  or
instrument  furnished or to be furnished to Crown  pursuant to this Agreement or
any other  document,  agreement  or  instrument  referred  to herein or therein,
contains or will contain any untrue  statement of material fact or omits or will
omit to state a material fact necessary to make the statement  contained therein
not misleading.

         3.8 Litigation.  To Crown's knowledge, there is no action, suit, claim,
proceeding  or  investigation  pending  or,  to the best of  Crown's  knowledge,
threatened against or affecting Crown or Crown's Assets, at law or in equity, or
before  or by any  foreign  or  domestic,  Federal,  state,  municipal  or other
governmental  court,   department,   commission,   board,   bureau,   agency  or
instrumentality.

         3.9 Taxes. Crown has duly and timely filed all federal, state and local
income, franchise,  excise, real and personal property and other tax returns and
reports, including extensions, required to have been filed by Crown with respect
to Crown Assets on or prior to the date hereof, and has duly and timely paid all
taxes and other  governmental  charges,  and all  interest  and  penalties  with
respect thereto,  set forth in such returns including,  without limitation,  all
taxes which Crown is obligated  to withhold  from  amounts  owing to  employees,
creditors and third parties.

                                   ARTICLE IV

                              ADDITIONAL AGREEMENTS

         4.1      Efforts; Consents.  Subject to the terms and conditions herein
provided,  and fiduciary duties under applicable law, each of the parties hereto
agrees to use its reasonable efforts to take, or cause to be taken, all actions,
and to do, or cause to be done, all things  necessary,  proper or advisable,  to
consummate  and make  effective  as promptly  as  practicable  the  transactions
contemplated  hereby and to  cooperate  with each other in  connection  with the
foregoing. Without
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limiting  the  generality  of the  foregoing,  each of Park and Crown  shall use
commercially  reasonable  efforts  to (a)  obtain  or cause to be  obtained  all
consents   required  to  be  obtained  in  connection   with  the   transactions
contemplated  hereby,  (b) make or cause to be made all  required  filings  with
applicable Governmental Entities, and (c) to fulfill all conditions hereto.

         Delivery of Books and Records. At the Closing, each party shall provide
to the other all of the books,  records,  papers  and  instruments  of  whatever
nature and wherever  located,  whether  stored in or readable or  accessible  by
computer or  otherwise,  including,  but not limited to,  invoices,  engineering
information,  sales and  promotional  literature,  manuals  and data,  sales and
purchase  correspondence,  lists of present and former suppliers,  personnel and
employment records of present and, to the extent lawful,  former employees,  and
documentation  developed  or  used  for  accounting,   marketing,   engineering,
manufacturing  or any other  purpose  that relate to Gateway or Crown  Assets or
that are  required,  useful or necessary  in order for Crown to operate  Gateway
from and after the Closing  Date.  From and after the  Closing  each party shall
allow the  other to  examine,  make  abstracts  or  copies of all of the  books,
records, papers and instruments of whatever nature and wherever located, whether
stored in or readable or accessible by computer or otherwise, including, but not
limited to, invoices, engineering information, sales and promotional literature,
manuals and data, sales and purchase correspondence, lists of present and former
suppliers,  personnel  and  employment  records  of present  and,  to the extent
lawful,  former employees,  and documentation  developed or used for accounting,
marketing,  engineering,  manufacturing  or any  other  purpose  that  relate to
Gateway or Crown  Assets to the extent that each has a  reasonable  need for any
such information.

         4.3 Liability  Limit.  Notwithstanding anything herein to the contrary,
neither party will be liable with respect to any subject matter hereof under any
contract,  negligence,  strict  liability or other legal or equitable theory for
any special, consequential or punitive damage for lost data, business or profit,
even if the  remedies  provided  for herein fail of their  essential  purpose or
either party has been advised of the possibility or probability of such damages.

                                    ARTICLE V

                              CONDITIONS PRECEDENT

         5.1 Deliveries  of  Park. At the Closing, and as a condition to Crown's
obligations  to consummate  the  transactions  contemplated  hereby,  Park shall
deliver to Crown, properly executed and, except as otherwise provided,  dated as
of the date hereof:

         (a)      the  Deed  of  Trust  substantially in the form of Exhibit "A"
hereto (the "Deed of Trust");

         (b)      the Development Agreement substantially in the form of Exhibit
"B" hereto (the "Development Agreement");

         (c)      title insurance, substantially in the form of Exhibit "C"
 hereto;


<PAGE>

         (d)      such  other  documents as provided in this Article or as Crown
shall reasonably request.

         5.2 Deliveries of Crown. In addition to delivery of the Crown Assets in
accordance  with  Section  1.3, at the  Closing,  and as a  condition  to Park's
obligations  to consummate the  transactions  contemplated  hereby,  Crown shall
deliver,  or cause to be delivered,  to Park,  properly  executed and, except as
otherwise provided, dated as of the date hereof:

         (a)      the Contribution Agreement;

         (b)      the Option Agreement;

         (c)      the Shares;

         (d)      closing certificate of Crown, substantially  in  the  form  of
Exhibit "D" hereto; and


         (e)      such  other  documents  as provided in this Article or as Park
shall reasonably request.

                                   ARTICLE VI:

                               GENERAL PROVISIONS

         6.1 Survival;  Recourse.  The agreements contained herein shall survive
the  Closing  for a  period  of two  years;  and  (b)  the  representations  and
warranties  made in  Articles  II and III shall  survive the Closing for a three
months, and shall survive any independent  investigation by the parties, and any
dissolution,  merger or consolidation of Park or Crown, and shall bind the legal
representatives, assigns and successors of Park and Crown.

         6.2 Further Assurances. From time to time after the Closing Date,  upon
the reasonable  request of any party,  the other party shall execute and deliver
or cause to be executed and delivered  such further  instruments  of conveyance,
assignment and transfer and take such further action as the requesting party may
reasonably  request  in  order to  effectuate  fully  the  purposes,  terms  and
conditions hereof.

         6.3 Notices.  All  notices,  request,  demands  or other communications
hereunder  shall be in writing  and shall be deemed to have been duly given when
delivered  personally or by telecopy (with  confirmation  of receipt) or one (1)
day after being sent by a nationally recognized overnight delivery service or by
registered  or  certified  mail,  postage  prepaid,  return  receipt  requested,
addressed as follows:

         If to Park:                            39-40 30th Street
                                                Long Island City, New York 11101
                                                Attn:  Manager

         With a copy a required copy


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         (which shall not constitute notice)
         to:                                   David M. Pedley, Esq.
                                               Greenberg Traurig LLP
                                               3290 Northside Parkway, Suite 400
                                               Atlanta, GA 30327

         If to Crown:                          39-40 30th Street
                                               Long Island City, New York 11101
                                               Attn:  President


or to such other address as any party may have furnished to the other in writing
in accordance with this Section 6.3.

         6.4 No Third Party  Beneficiaries.   This  Agreement  shall  not confer
any right or remedies  upon any Person  other than the parties  hereto and their
respective successors and permitted assigns.

         6.5 Entire  Agreement.  The   exhibits   and   schedules   hereto   are
incorporated  herein by reference.  This Agreement and the documents,  schedules
and  instruments  referred  to  herein  and  to  be  delivered  pursuant  hereto
constitute the entire  agreement  between the parties  pertaining to the subject
matter hereof, and supersede all other prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter hereof.
There are no other  representations  or  warranties,  whether  written  or oral,
between the parties in  connection  with the subject  matter  hereof,  except as
expressly set forth herein. No waiver of, or change, alteration, modification or
addition to this  Agreement  shall be  effective  unless in writing and properly
executed by the parties hereto.

         6.6 Assignments; Parties in Interest. Neither this Agreement nor any of
the rights,  interests or  obligations  hereunder  may be assigned by any of the
parties hereto  (whether by operation of law or  otherwise),  except as provided
herein,  without the prior written  consent of the other parties;  any attempted
assignment otherwise is void. Subject to the preceding sentence,  this Agreement
shall be binding upon and inure solely to the benefit of each party hereto,  and
nothing  herein,  express or implied,  is  intended to or shall  confer upon any
Person not a party hereto any right,  benefit or remedy of any nature whatsoever
under or by reason hereof, except as otherwise provided herein.  Notwithstanding
the foregoing,  Park and Crown may assign their rights to any affiliate with the
prior  written  consent  from  the  other  party,  which  consent  will  not  be
unreasonably withheld.

         6.7 Expenses.  Each  of  the parties shall pay the fees and expenses of
its  respective  counsel,   accountants  and  other  advisors  incident  to  the
negotiation,  drafting and execution hereof and consummation of the transactions
contemplated hereby.

         6.8 Incorporation of Exhibits and Schedules. The Exhibits and Schedules
identified  in  this  Agreement  are incorporated herein by reference and made a
part hereof.



<PAGE>



         6.9 Governing Law.  This Agreement shall be governed in all respects by
the laws of the  State of New York  (without  giving  effect  to the  provisions
thereof relating to conflicts of law).

         6.10 Headings  and  Interpretation. The descriptive headings herein are
inserted for  convenience  of reference only and are not intended to be part, or
to affect the  meaning or  interpretation,  hereof.  Whenever  the  context  may
require,  any noun or  pronoun  used  herein  shall  include  the  corresponding
masculine,  feminine or neuter forms.  The singular form of nouns,  pronouns and
verbs shall include the plural and vice versa.

         6.11 Counterparts;  Telecopies.  This  Agreement  may  be  executed  by
telecopy  and in two or more  counterparts,  each of which  shall be  deemed  an
original but all of which taken together shall constitute a single agreement.

         6.12 Severability.  If  any  provision,  clause  or  part hereof or the
application  thereof under  certain  circumstances  is held invalid,  illegal or
unenforceable in any respect,  the validity and  enforceability of the remaining
provisions  hereof,  or the  application of any such  provision,  clause or part
under other circumstances, shall not be in any way affected or impaired thereby.
To the extent such  determination  is likely to give rise to a Material  Adverse
Effect, the parties shall endeavor in good faith to replace the invalid, illegal
or  unenforceable  provisions with valid provisions the economic effect of which
comes as close as  practical to that of the  invalid,  illegal or  unenforceable
provision.

         6.13 Simultaneous   Transaction.   The  parties  acknowledge  that  the
transactions  contemplated  by  this  Agreement  are  an  integral  part  of the
execution  of certain  documentation  relating  to Crown  Assets  including  the
entering of Leases by Crown's Subsidiary, GoldWerk's, Inc., for the Building and
Equipment used the  manufacture  of gold,  platinum and silver  jewelry.  In the
event these are not completed, as determined in the sole discretion of Crown and
Park, at the election Crown and of Park,  this Agreement  shall be null and void
upon the giving of written notice to the other.

                                       [SIGNATURES APPEAR ON FOLLOWING PAGE]




<PAGE>



         IN  WITNESS  WHEREOF,  Crown  and Park have caused this Agreement to be
signed and delivered by their respective duly authorized officers, all as of the
date first written above.


                                            "Park"

                                            PARK VANGUARD, LLC


                                            By:      Marc A. Palazzo
                                                     ---------------------------
                                                     Name: Marc A. Palazzo
                                                     Title:   Manager


                                            "Crown"

                                            CROWN JEWEL RESOURCES CORP.

                                            By:      Marc A. Palazzo
                                                     ---------------------------
                                                     Name:    Marc A. Palazzo
                                                     Title:   President