FINDER'S FEE AGREEMENT

THIS AGREEMENT made effective the 25th day of June, 1999.

BETWEEN:
                          BIRCH MOUNTAIN RESOURCES LTD.
                       Suite 3100, 205 - 5thth Avenue S.W.
                            Calgary, Alberta, T2P 2V7
                               (the "Corporation")

                                     - and -

                         AMERICAN PRECIOUS METALS, INC.
                           260 Garibaldi Avenue, Lodi
                                New Jersey, 07046
                                 (the "Finder")

     WHEREAS the Finder has introduced the Corporation to several individuals or
companies  purporting to have methods to accurately determine the precious metal
content of materials supplied by the Corporation:

     AND WHEREAS the Finder is not an insider nor an  associate of an insider of
the  Corporation,  nor a control person of the  Corporation,  as those terms are
defined in the  Securities  Act  (Alberta),  nor will it become an  insider,  an
associate of an insider or a control person of the Corporation  upon the payment
of the Fee (as hereinafter defined);

     NOW  THEREFORE  THIS  AGREEMENT  WITNESSES  THAT  in  consideration  of the
covenants  and  agreements  herein  contained  and for other  good and  valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties. hereto agree as follows:

                                    ARTICLE I
                                 INTERPRETATION

 1.1     For the  purposes of this  Agreement,  including  the  recitals and any
         amendment hereto, the following~owing  words and phrases shall have the
         following meanings:



 1.      "Agreement" means this agreement,all schedules hereto and any amendment
         thereof from time to time;


 2.      "Assay  Procedure"  means a proprietary  assay or analytical  procedure
         that is used by the Corporation and approved by the Exchange;
 c.      "Exchange" means The Alberta Stock Exchange;

 4.      "Parties"  means each of the  Corporation  and the  Finder and  "Party"
         means either one of them;

                                      2



 5.      "Third Party" means:  (i) an individual,  (ii) a  partnership,  (iii) a
         corporation, (iv) an incorporated or unincorporated association, (v) an
         incorporated   or   unincorporated   syndicate   or..   (vi).   another
         incorporated or unincorporated organization that is introduced directly
         by the Finder to the Corporation,  and, without limiting the generality
         of the foregoing, excludes the persons and companies listed in Schedule
         "B" to this Agreement.

 1.2     The  headings  of the  Articles  of this  Agreement  are  inserted  for
         convenience  of reference  only and shall not in any manner  affect the
         construction  or meaning of  anything  herein  contained  or govern the
         rights or liabilities of the parties hereto.

 1.3     Words  importing the singular  number only shall include the plural and
         vice versa and words of gender shall entail all genders,  including the
         neuter gender and words  importing  persons  shall  include  companies,
         corporations,  partnerships,  syndicates,  trusts  and  any  number  or
         aggregate of persons.

                                   ARTICLE II
                                 ACKNOWLEDGMENTS

 2.1     The Finder acknowledges that the Corporation is continuing to deal with
         individuals, partnerships, corporations, incorporated or unincorporated
         associations,   incorporated  or  unincorporated  syndicates  or  other
         incorporated or unincorporated  organizations who are not a third Party
         who are investigating assay and production development methods.

 2.2     The Finder further  acknowledges  that the Corporation will be under no
         obligation to pay a Fee to the Finder for an Assay Procedure of a party
         other than a Third Party.

                                   ARTICLE Ill
                             PAYMENT OF FINDER'S FEE

 3.1     In consideration  of the Finder  introducing the Corporation to a Third
         Party or Parties which have or are  instrumental in developing an Assay
         Procedure, the Corporation shall pay the Finder the Fee.


 3.2     The Fee shall be equal to:

         500,000 common shares in the capital of the  Corporation  or such
         lessor number as may be permitted under the policies of the Exchange,

         which shall be issued to the Finder on the following conditions:

 70%  of  the  Fee  (350,000  common  shares)  shall  be  issued  to  Finder  in
 consideration of  introductions  to Third Parties who have materially  advanced
 the  research  and or  development  of the  Corporation  in its own  efforts to
 develop an Assay Procedure  including the acquisition of data and complementary
 processes  previously  unknown to the  Corporation or proprietary to such Third
 Party; and

                                     3


 30% of the Fee  (150,000  common  shares)  shall be issued to the Finder upon a
 Proprietary  Assay Procedure  reliably  confirming  concentrations  of precious
 metals in Birch  Mountain's  Athabasca  Project rock equal to or greater than 1
 gram  per  tonne,  the  validity  of which  concentration  is  verified  by the
 Corporation,  to its sole  satisfaction,  at a laboratory of its choice, and if
 applicable,  the negotiation of a satisfactory  commercial arrangement with the
 Third Party owner of the Assay  Procedure  on terms  consistent  with  industry
 practice and standards; or

 c.      30% of the Fee (150,000  common  shares)  shall be issued to the Finder
         upon the President of the Corporation,  Douglas Rowe,  determining,  in
         Rowe's sole and exclusive  discretion,  that the  introductions  of the
         Party have substantially and materially  contributed to the development
         by the Corporation of a Proprietary Assay Procedure conforming with the
         provisions  of   sub-paragraph   b.  above.   For  greater   certainty,
         substantial  and material  contribution  must be such that without such
         contribution  the  Corporation  would not have  been able to  develop a
         Proprietary Assay Procedure.

 3.3     Notwithstanding the foregoing,  the payment of the Fee to the Finder is
         also  subject to the  issuance  of common  shares to the  Finder  being
         exempt  from  the  prospectus  and  registration  requirements  of  the
         applicable  securities  laws,  and to approval by the Exchange,  by all
         other regulatory bodies having  jurisdiction and by the shareholders of
         the Corporation, if required.

                                   ARTICLE IV
                                     NOTICES

 4.1     Any notice  required or  permitted  to be given  hereunder  shall be in
         writing  and shall be deemed to have been given or made when  delivered
         at the  addresses of the  relevant  party set forth below or such other
         address as a party may stipulate in writing:

         to the Corporation at:                       To the Finder at:

         3100, 205 - 5th Avenue S.W.                  260 Garibaldi Avenue
         Calgary, Alberta                             Lodi, New Jersey
         T2P 2V7                                      07644
         Attention:  President                        Attention:    President

                                    ARTICLE V
                                     GENERAL

 5.1     All  information  relating  to  this  Agreement  shall  be  treated  as
         confidential  and no public  disclosure  by either  party  will be made
         without the prior approval of the provider of such information,  except
         disclosure required to be made to any regulatory  authority,  including
         the  Exchange,  the  Alberta  Securities  Commission  and  the  British
         Columbia Securities Commission.

 5.2     Each party shall be responsible for the payment of all their respective
         legal fees incurred in connection with this Agreement.

 5.3     Each party  hereto will  execute and deliver all  documents as shall be
         reasonably  required in order to fully  perform and carry out the terms
         of this Agreement.

 5.4     Time shall be of the essence with  respect to the terms and  conditions
         6f this Agreement.

                                     4



 5.5     If one or  more  of the  provisions  contained  herein  shall,  for any
         reason, be held to be invalid, illegal or unenforceable in any respect,
         such invalidity,  illegality or  unenforceability  shall not affect any
         other  provision  of  this  Agreement,  but  this  Agreement  shall  be
         construed as if such  invalid,  illegal or  unenforceable  provision or
         provisions had never been contained herein.

 5.6     It is  understood  that the  terms  and  conditions  of this  Agreement
         supercede any previous verbal or written  agreement  between the Finder
         and the Corporation and there exist no other representations, covenants
         or agreements as between the Finder and the Corporation whatsoever.

 5.7     This  Agreement  may be  executed  in several  counterparts  and may be
         represented by facsimile,  each of which so executed shall be deemed to
         be an original, and such counterparts together shall constitute one and
         the same instrument and notwithstanding their date of execution,  shall
         be deemed to bear the date as of the date above written.

 5.8     This Agreement shall be construed and  interpreted,  and the rights and
         obligations of the parties .arising hereunder governed,  by me laws: of
         the  Province of Alberta.  The parties  agr6e that the Court of Alberta
         shall have  exclusive  jurisdiction  over any dispute,  termination  or
         breach of any kind or nature whatsoever arising out of or in connection
         with this Agreement.

 5.9     The execution and delivery of this Agreement by the  Corporation and by
         the Finder is subject to  approval  of the board of  directors  of both
         parties and all necessary regulatory approvals.  The Corporation agrees
         to use it best efforts to obtain or cause to be obtained all  necessary
         regulatory approvals for this Agreement.

     All the terms and provisions of this Agreement shall be binding upon, shall
enure to the  benefit  of, and shall be  enforceable  by and against the parties
hereto and their respective successors and permitted assigns.

     IN WITNESS  WHEREOF the parties  hereby have  executed  this  Finder's  Fee
Agreement  effective  as of the date first above  written as  witnessed by their
signatures.


BIRCH MOUNTAIN RESOURCES LTD.               AMERICAN PRECIOUS METALS, INC.


Per:/s/ Douglas Rowe                        Per:/s/ Jack Wagenti
    ----------------                            ----------------
        Douglas Rowe, President                     Jack Wagenti, President

                                     5