Exhibit 10.2

                            INTENT OF SHARE EXCHANGE

     This INTENT OF SHARE  EXCHANGE,  dated the 2nd day of November  2000, is by
and between American Precious Metals,  Inc. ("APM"), a Delaware  corporation and
TLM Industries, Inc. ("TLM"), a New Jersey corporation.

     WHEREAS, APM is a corporation organized and existing under and by virtue of
the laws of the State of Delaware,  and having an authorized  capitalization  as
follows:

       Authorized  50,000,000 common stock          Par Value .00001 per share

     WHEREAS, TLM is a corporation organized and existing under and by virtue of
the laws of the State of New Jersey, and having an authorized  capitalization as
follows:

       Authorized   10,000,000 common stock and 1,000,000 preferred stock
        Par Value No Par Value

     WHEREAS,  the Board of Directors TLM and APM, the parties  hereto,  deem it
desirable and in the best interests of the corporations  and their  shareholders
that TLM, be acquired by APM.

     NOW,  THEREFORE,  in  consideration of the premises and the mutual promises
and  covenants,  APM and TLM will each make good faith efforts to negotiate with
the other in order reach definitive agreements regarding the following:

     1. Subject to the execution of a definitive  agreement and the satisfactory
due diligence  review by each party of the other party,  APM will acquire all of
the  issued and  outstanding  shares of capital  stock of TLM in  exchange,  the
shareholders of TLM will receive two million  (2,000,000) shares of APM, and the
additional  shares  provided in  paragraph  2..  Twenty five per cent  (500,000)
shares will be delivered at closing. When gross sales of TLM reach $195,000 over
three months an additional  twenty five per cent (500,000) shares will be issued
to TLM.  The final fifty per cent  (1,000,000)  shares will be issued when gross
sales of TLM reach $300,000 over three months.

     APM and TLM will  sell to  accredited  investors  one  million  (1,000,000)
shares, which monies will be loaned to TLM as received.  At closing, TLM will be
entitled  to one  director  appointed  to the Board of  Directors  of APM.  That
director will be the Chairman of the compensation committee.

     2. If less than  1,000,000  shares  of common  stock are sold by APM in the
private  placement,  the  difference  (amount  not sold),  will be issued to the
shareholders of TLM in the exchange.

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     3. In the event the transaction is consummated,  the parties will use their
best efforts to effect the transaction on a tax free basis.

     4. The  definitive  agreement will be subject to (i) the laws of each state
governing the  constituent  corporations,  and (ii) the approval by the board of
directors and shareholders of the constituent Corporations.

     5. The  parties  hereby  covenant  and agree to use their  best  efforts to
promptly  provide  the other  party  with all  reasonable  information  and data
requested by the other party which will enable the  requesting  party to conduct
its review of the  providing  party,  subject  however,  to the  confidentiality
requirements set forth herein.

     6. The  parties  hereby  covenant  and  agree  that,  upon  receipt  of any
information from the other party pursuant to this Intent of Share Exchange, such
party at all times  from and after the  receipt of such  information,  will hold
such information  confidential and will not reveal or otherwise disclose, at any
time, to any person, firm,  corporation,  association or other entity any of the
confidential  information or data which such party may have acquired.  Moreover,
neither party will make a press release or otherwise make a public  announcement
without the written consent of the other party.

     7. Each party will charge their own costs and expenses from proceeds of the
1,000,000  share  offering in  connection  with their  respective  due diligence
review,  as well as the  preparation,  review,  delivery and/or execution of the
this Intent of Share Exchange and the definitive agreement.

     8. This  document  represents  a  non-binding  expression  of intent by the
parties.  Notwithstanding  anything contained herein or implied to the contrary,
in the event the  parties  are unable to execute a  definitive  agreement  on or
before December 25, 2000, no party shall have any recourse or claims against the
other  party,   except  however,   for  claims  which  may  be  made  under  the
confidentiality provision provided herein above.


     IN WITNESS  WHEREOF,  the  parties  hereto have caused this Intent of Share
Exchange to be executed by their respective  officers thereunto the day and year
first above WRITTEN.


TLM Industries, Inc


By:/s/Dominic Tagliatatella
---------------------------
      Dominic Taglialatella, Chairman


American Precious Metals, Inc.


By:/s/Jack Wagenti
------------------
      Jack Wagenti,  President

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