EXHIBIT 10.7

                            ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT  ("Agreement")  dated as of July 14, 2004, by Gold
and Minerals Co. Inc. a Nevada corporation, or it's assigns ("Seller") Mr. Larry
Lozensky  (President) and EL Capitan Precious Metals, Inc., a Nevada corporation
("Buyer") Mr. Charles C. Mottley (CEO),  is made with reference to the following
facts.

A.    Seller owns certain assets,  including mining claims granted by the United
      States  Bureau of Land  Management  (the  claims)  including  rights under
      certain contracts,  known as the Weaver Mine which is more fully set forth
      in Exhibit A attached hereto (the Quit Claim deed).

B.    Buyer is desirous of acquiring the Purchased Assets and of assuming all of
      Sellers  right,  title and  interest  in and to the  Weaver  Creek  mining
      claims.

NOW,  THEREFORE,  in  consideration  of the mutual  agreements,  warranties  and
representations  contained  in this  agreement,  the  parties  hereby  agree  as
follows.

1. "Purchase  Assets."  Seller agrees to sell and transfer,  and Buyer agrees to
purchase  the  Purchased  Assets  free  and  clear  of  all  liens,  claims  and
encumbrances  by delivery of a "Quit-Claim"  deed  substantially  in the form of
Exhibit A attached.

2.  "Assignment of Rights."  Seller will assign and Buyer will accept and assume
all of Seller's  rights,  title and  interest in and to the Weaver  Creek mining
claims.

3.1 "Purchase  Price." The purchase price for the Purchased  Assets shall be the
issuance to Seller of One Million  (1,000,000)  shares of the common stock of EL
Capitan Precious Metals, Inc. common stock effective immediately.

3.2 BUYER SHALL NOT ASSUME OR BE RESPONSIBLE  FOR ANY LIABILITIES OR OBLIGATIONS
OF SELLER  INCLUDING  WITHOUT  LIMITATION,  ANY  LIABILITIES  WHICH  SELLER  HAS
OBLIGATED TO SATISFY PRIOR TO CLOSING  DATE, OR FOR ANY FEDERAL,  STATE OR LOCAL
TAX LIABILITY OF THE SELLER.

4. Closing.  The consummation of the transactions  contemplated by the Agreement
(the  "Closing") will take place at the offices of Gold & Minerals Inc. July 14,
2004 or at such  other date and time as Buyer and  Seller  agree  (the  "Closing
Date").  At the closing,  Seller shall deliver to Buyer the Quit-claim Deed, and
such Bills of Sale,  Assignments  and  Instruments of Transfer and Conveyance as
shall be reasonably be required by Buyer for the transfer to Buyer of all right,
title and  interest  of Seller  in, to and under the  Purchased  Assets  and the
Mining  Business.  Each  party  shall also  deliver  to each other such  Officer
Certificates and other instruments as the other party shall reasonably  request.
Upon  delivery of all of the  foregoing,  the  Deposit  shall be applied to, and
Buyer shall make delivery of the Shares as provided in foregoing Section 3:1 and
the transaction shall be closed.

5.    Other Agreements of the Seller.

(a)   Investigation.  Seller  shall  allow  Buyer  and its  representatives  and
      persons or entitles  which may provide  financing  for Buyer in connection
      with the transactions  contemplated  hereby, at all reasonable times, full
      access during normal business hours to all stores, warehouses, operations,
      machinery equipment,  inventories  property,  offices,  books,  contracts,
      commitments,  records and  affairs of the Seller and the Mining  Business,
      and reasonable  access to third parties having business  dealings with the
      Seller, for the purpose of familiarizing themselves with the operation and
      conduct of all aspects of their business and for the purpose of reasonable
      inspection, examination, audit, counting and copying such access shall not
      unreasonably  interfere  with the  operation  and  conduct  of the  Mining
      Business.

6.    Representation of the Seller. Seller and the Principals hereby jointly and
      severally represent and warrant to Buyer as follows:

(a)   Organization of Authority. Seller is a corporation duly organized, validly
      existing and in good standing under the laws of the State of Nevada.  This
      Agreement has been duly  authorized by all requisite  corporate  action on
      the part of the Seller,  and  constitutes the valid,  binding  enforceable
      obligation of Seller and the Principals.

(b)   Title to the Purchase Assets.  Seller is the lawful owner and has good and
      marketable  title  to all of the  Purchased  Assets  unto  Buyer  and  its
      successors and assigns  against  claims of any third  parties.  Seller has
      authority to sell and transfer the  Purchased  Assets,  which are (i) free
      and clear from any liens or  encumbrances,  and (ii) are in good operating
      condition  and repair,  ordinary  wear and tear accepted and are usable in
      the ordinary course of business.

(c)   Seller's  Liabilities.  Seller does not have any  liability or  obligation
      (direct or indirect,  contingent or absolute,  known or unknown, mature or
      unmatured of any nature whatsoever, whether arising out of contract, tort,
      statute or other ("Liabilities"),  except (i) as specifically disclosed in
      Schedule _____ attached here to (ii) Liabilities  incurred in the ordinary
      course of business  which will not  individually  or in the  aggregate  be
      materially  adverse to, or result in a material increase in the current or
      long term  Liabilities or obligations of Seller.  To the best knowledge of
      the Principals,  upon due inquiry, there is no basis for assertion against
      Seller of any Liabilities accept for Liabilities.

(d)   Compliance with Laws. Seller has complied with and is not in default under
      any applicable law, ordinance  regulation or order, the violation of which
      would  materially and adversely  affect the Purchased Assets or Contracts.
      There is no litigation  proceeding or investigation pending or known to be
      threatened  which might  materially  and  adversely  effect the  Purchased
      Assets,  the  Claims  or the  Mining  Business.  Seller  holds  all of the
      franchises,  permits and  licenses  reasonably  necessary  to enable it to
      operate the Mining Business as presently conducted.

(e)   The Claims.  The claims are legal,  valid,  binding and enforceable claims
      granted by the United  States  Bureau of Land  management to Seller and to
      the knowledge has any other party thereto,  violated any provision thereof

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      and  complete  copies of all of the Claims  disclosed on Exhibit A of this
      Agreement  have been  delivered to Buyer.  Except as set forth on Schedule
      _____ none of the Claims is subject to modification,  lapse or termination
      not as the consent of any party  required,  as result of the execution and
      delivery of this  agreement  or the  consummation  of the  transaction  it
      contemplates.

(f)   Taxes.  Seller has duly filed all  federal,  state,  local and foreign tax
      returns necessary to be filed by it and has duly paid all taxes (including
      any  interest  or  penalties)  which  are or will be due or  payable  with
      respect to taxes.  There are no known or  proposed  penalty,  interest  or
      deficiency  assessments  with  respect to taxes that  require  payment by,
      relate to or could adversely affect the purchased assets.

(g)   Real  Estate  and  Leases.   There  is  disclosed  in  Schedule  _____  (a
      description  of all real estate  (including  buildings  and  improvements)
      owned or leased by Seller  according to the  character of the property and
      the  location  thereof.  Seller is not and, to the best  knowledge  of the
      Principals,  no other party thereto, is in default in any material respect
      under any real property  lease nor has any event  occurred  which with the
      passage  of time or  giving  of notice  or both  would  constitute  such a
      default.  No encumbrances  have been placed,  or have been permitted to be
      placed by the  Principals,  the Seller or any of their  affiliates  on the
      real  property.  Except as disclosed on Schedule ___ the real property and
      the buildings thereon owned or utilized by the Corporations in the conduct
      of the  Corporations do not violate any building,  zoning or other laws or
      ordinances,  or any agreements,  applicable thereto,  and no notice of any
      such violation or claimed violation or of any condemnation proceedings has
      been received by the Seller or the Principals.

(h)   Environmental  Matters.  Except as disclosed in Schedule _____ to the best
      knowledge of Seller and the Principals after due inquiry and investigation
      (i) the  Purchased  Assets  materially  comply with any law or  regulation
      governing the protection of the environment  (including  air, water,  soil
      and natural  resources) or the use storage handling release or disposal of
      any hazardous or toxic substance  ("Environmental  Laws"), (ii) Seller has
      not  received  any  written  notice  from  any  federal,   state,  county,
      municipal,  local  or  foreign  government  and any  governmental  agency,
      bureau,  commission,  authority or body alleging that the Purchased Assets
      are in violation of any applicable  Environmental Law, (iii) the Purchased
      Assets are not the subject of any court order  administrative order or any
      decree  existing  under any  Environmental  Law,  and (iv) to the Seller's
      knowledge  the  Acquired  Assets  have not been  used for the  generation,
      storage  discharge or disposal of any  Hazardous  Substances as defined in
      and except as permitted under applicable Environmental Laws.

(i)   Completeness  of  Statements.   No  representation  or  warranty  in  this
      Agreement  and no  statement  set forth in any  schedule  attached  hereto
      contains any untrue  statement of any material fact, or omits to state any
      material  fact  necessary  to make the  statements  contained  therein not
      misleading.

(j)   Operation in the Ordinary Course. During the period from December 31, 2002
      to and  including  the  Closing  Date  (i) the  Mining  Business  has been
      operated in the usual regular and ordinary course,  (ii) there has been no
      damage destruction or loss or any event materially adversely affecting the

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      assets or the  business  or Seller,  (iii) there has been no sale or other
      disposition of assets of the Mining  Business of the kind and character of
      the  Purchased  Assets other than in the  ordinary  course of business and
      (iv) there has been no material change in the level of net working capital
      no incurrence on any funded debt from third party lenders and no dividends
      or other  distributions to the shareholders of Seller (other than salaries
      in the ordinary course of business).

(k)   Employment  Matters.  Seller is not a party to any contract with any labor
      organization,  not has the Seller  agreed to recognize  any union or other
      collection  bargaining  unit,  nor  has  any  union  or  other  collective
      bargaining unit been certified as representing any of the employees of the
      Seller with respect to the operation of the Business and as of the date of
      this Agreement,  Seller is not experiencing  any strikes,  work stoppages,
      significant  grievance proceedings or to the knowledge of Seller claims of
      unfair  labor  practices  filed  with  respect  to  the  operation  of the
      Business.  Seller does not have any  "employee  benefit  plans" within the
      meaning of Section 3(3) of ERISA covering employees of Seller.

(l)   Insurance.  Schedule  _____  contains  a list  of all  insurance  policies
      specifying (a) the insurer, (b) the amount of the coverage (c) the type of
      insurance  (d) the policy  number  and (e) any  currently  pending  claims
      thereunder (or claims asserted there under or under similar policies since
      January  1,  2000  maintained  by  or on  behalf  of  the  Seller  on  its
      properties,  assets,  business or  personnel.  all such  policies are (and
      pending Closing will continue to be) in full force and effect,  and Seller
      is not in default in any material  respect  with respect to any  provision
      contained  in any  insurance  policies  nor has Seller  failed to give any
      notice or present  any claim there  under in due and timely  fashion.  All
      premiums due and payable on such policies  satisfying all  requirements of
      applicable  laws.  Also set forth on Schedule _____ is a list of all types
      of  liabilities  against which the Seller is  self-insured.  The insurance
      coverage  provided  by the  policies  by the  policies  therein  will  not
      terminate  or  lapse  or   otherwise  be  affected  by  the   transactions
      contemplated by this Agreement.

7.    Representation of Buyer.  Buyer represents and warrants to Seller that (i)
Buyer is a corporation  duly  organized,  validly  existing and in good standing
under the laws of the State of Colorado  and (ii) this  Agreement  has been duly
authorized by the Board of Directions of Buyer and constitutes the valid binding
and enforceable  obligation of Buyer, subject only to any requisite  shareholder
approvals with respect to the issuance of the Shares.

8.    Indemnification.  Seller and the Principals (solely in case of the
Principals  with respect to any going or negligently  wrongful  breach of any of
the representations and warranties set forth in foregoing Section ____) covenant
and agree with  Buyer  that they  shall  jointly  and  severally  reimburse  and
indemnify and hold Buyer  harmless  from,  against and in respect of any and all
liabilities or obligations of Seller which: (a) shall have occurred,  arising or
existed  prior to the date  hereof  (b) shall  arise out of any  breach of their
representations  warranties  or covenants  hereunder or (c) shall arise from any
failure  to  comply  with all  applicable  bulk  sales  and bulk  sales tax laws
affecting  the  transfers  contemplated  hereby.  Buyer  shall have the right to
withhold a pro-rata  portion of the Shares in  satisfaction  of, or as  security
for, the payment of any UN reimbursed claims of indemnity.

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9.    Conditions to Obligation of Buyer.  The obligations of Buyer hereunder are
subject to the satisfaction of the following  conditions,  any one or more which
may be waived in whole or in part by buyer.

(a)   The  representations  and  warranties of Buyer set forth in this Agreement
      shall be true and correct in all material  respects as of the Closing Date
      as if made on and as of such date and Seller shall have duly  performed or
      complied with all of the  obligations  to be performed or complied with by
      it under  the terms of this  Agreement  on or prior to  Closing  and Buyer
      shall have  received a  certificate  dated the Closing Date to such effect
      from Seller.

(b)   There shall have been no material  adverse change in the Purchased  Assets
      or the Contracts.

(c)   Seller shall have  obtained  such consents of third as may be necessary to
      transfer such of the Purchased Assets as require consents.

(d)   Seller shall have paid,  prior to or  contemporaneously  with the Closing,
      all accounts payable,  trade creditors and other amounts owed to any third
      parties,  and shall  provide  Buyer with a  certified  list  thereof and a
      certificate  dated the  Closing  Date to such  effect  from Seller and the
      Principals.

(e)   Buyer shall be reasonably  satisfied with the results of its investigation
      of Seller and the Business, as provided in foregoing section ______.

(f)   Buyer shall be reasonable satisfied with the continuing  employment status
      of  the  Principals  and  other  key  employees,  pursuant  to  employment
      agreements reasonable satisfactory to Buyer, or otherwise.

(g)   Buyer shall have  obtained  any  requisite  approvals  of the  transaction
      contemplated  by this  Agreement by its  stockholders  and

(h)   Buyer shall have received the following closing documents from Seller:

      (i) Good Standing  Certificates. Certificates  of legal existence and good
      standing  dated within  five (5) days prior to the  Closing Date for Buyer
      from the State of Colorado.

      (ii)  Certified  Resolutions. Certified copies of resolutions of the board
      of directors of Buyer authorizing the execution,  delivery and performance
      of  this  Agreement  and  all  acts of  Buyer  required  or  advisable  in
      connection with the transactions contemplated hereby.

      (iii) Certified  Charter.  A true and complete copy of the Certificate  of
      Incorporation of Buyer, certified  by the Secretary of State of Nevada and

      (iv)  Other.  Such  other  documents  as  counsel  for  the  Seller  shall
      reasonably request.

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10.   Conditions to Obligations of Seller and the Principals. The obligations of
      Seller and the Principals hereunder are subject to the satisfaction of the
      following  conditions,  any one or more of which may be waives in whole or
      part by them:

(a)   The  representations  and  warranties of Buyer set forth in this Agreement
      shall be true and correct in all material  respects as of the Closing Date
      as if made on and as of such date,  and Buyer shall have duly performed or
      complied with all of the  obligations  to be performed or complied with by
      it under the terms of this  Agreement  on or prior to  Closing  and Seller
      shall have  received a  certificate  dated the Closing Date to such effect
      from Buyer.

(b)   Seller shall have received the following closing documents from Buyer.

      (i)   Good  Standing  Certificates.  Certificates  of  legal existence and
      good standing  dated within (5) days prior to the  Closing Date for Seller
      from the State of Nevada;

      (ii)  Certified  Resolutions.  Certified  copies   of  resolutions  of the
      board of directors and shareholders  of  Seller authorizing the execution,
      delivery and performance of this Agreement and all acts of Seller required
      or advisable in connection with the transactions contemplated hereby;

      (iii) Certified  Charter.  A true and complete copy of the Certificate  of
      Incorporation  of  Seller certified  by the  Secretary  of  State required
      or advisable in connection with the transactions contemplated hereby;

      (iv)  Other.  Such  other  documents  as  counsel  for  the  Seller  shall
      reasonably request.

11.   Payment of Expenses.  Regardless of whether the Closing  shall occur,  the
Principals  shall pay all  expenses  incurred by on their behalf or on behalf of
the Seller  (unless  the parties  shall have  agreed,  in writing  prior to such
expenses  having been  incurred,  that such  expenses  are for the  post-closing
benefit of the  Business,  in which case the Buyer will pay (or permit Seller to
pay) for such  expenses),  and Buyer  shall pay all  expenses  incurred by or on
behalf of Buyer in connection  execution and delivery of this  Agreement and the
other  agreements and documents  referred to herein and the  consummation of the
transactions  contemplated  hereby and thereby.  If and audit of the Business is
required  by Buyer,  Seller at no  additional  expense to Buyer will assist with
audit  preparation  by preparing  work papers and lead sheets,  and by providing
other relevant  services  consistent with acceptable  audit  procedures with the
preparation  by  preparing  work papers and lead sheets and by  providing  other
relevant services consistent with acceptable audit procedures.

12.  Commissions and Finder's Fees. Buyer, on the one hand, and the Principal on
behalf of themselves  and the Seller,  on the other hand,  represent and warrant
that none of them has retained or used the services of any  individual,  firm or
corporation in such manner as to entitle such individual, firm or corporation to
any  compensation for broker's or finder's fees with respect to the transactions
contemplated hereby for which the other may be liable.

13. Exclusivity;  Termination; Highly Confident. For a period of sixty (60) days
from the date of execution of this Agreement,  neither Seller the Principals nor
any of their  employees or advisors will discuss the proposed  transaction  with
any  other  party  or  otherwise  promote,  cooperate  in or be  involved  in or
encourage  discussions  regarding  the sale of the  stock or assets of Seller as
contemplated  herein.  The parties  agree to proceed  expeditiously  and in good
faith to consummate the proposed transaction.

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14.  Governing  Law. The  Agreement  shall be construed in  accordance  with the
internal laws of the State of Colorado.

15.  Successors and Assigns.  This Agreement  shall be binding upon and inure to
the benefit of the  respective  successors of Seller,  the Principals and Buyer.
Neither party hereto may assign its right or  obligations  under this  Agreement
without the written consent of the other, which consent will not be unreasonably
with held.

16.  Entire  Agreement.  This  Agreement  sets  forth the entire  agreement  and
understanding  of Seller,  the  Principals and Buyer with respect to the subject
matter  hereof  and  supercedes  all  prior  contemporaneous   written  or  oral
agreements,   understandings  or  representations  which  are  not  specifically
contained  herein.  This  Agreement may be amended or modified only by a written
instrument signed by Seller, the Principal and Buyer.

17.  Disputes.  The  parties  agree to attempt  to resolve  any claim or dispute
arising  out of or  relating  to this  Agreement  by  mediation  and good  faith
reasonable  negotiation  prior to resorting to any  litigation or other judicial
process.

18. Publicity.  No notices to third parties (including press releases) or to any
employees,  suppliers or customers of Buyer or Seller (other than key management
and other  persons  whose  knowledge  is  required),  shall be made by any party
hereto unless  mutually  agreed to,  planned and  coordinated  jointly among the
parties hereto.

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



IN  WITNESS  WHEREOF,  Seller,  the  Principals,  and Buyer have  executed  this
Agreement as of the date first above written.

El Capitan Precious Metals, Inc.                     Gold and Minerals Co. Inc.
("Buyers")                                                    ("Sellers")

By s/Charles C. Mottley                              BY s/Larry L. Lozensky
   ---------------------------------                    ------------------------
Its:     CEO, President                              Its:     President



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