LEASE PURCHASE AGREEMENT


         LEASE PURCHASE AGREEMENT  (the "Agreement") dated as of July 1,
    1997, by and among LKA International, Inc., a Nevada corporation ("LKA"
    and/or "Lessor") and Au Mining, Inc., a Colorado limited liability
    corporation, ("Buyer" and/or "Lessee").

         WHEREAS, LKA owns certain real and personal property interests
    including patented and unpatented mining claims, water rights,
    buildings, fixtures, improvements, equipment, and permits situated in
    Hinsdale County, Colorado which are collectively referred to herein as
    the "Property" and more particularly described in "Exhibit A" attached
    hereto.

         WHEREAS, Lessee desires to lease the Properties (with an option to
    purchase) for the express purpose of exploring, developing and
    commercially producing ore from the Property.

         WHEREAS, LKA and Lessee have previously entered into a binding
    agreement known as the "Letter of Intent" dated May 12, 1997 and an
    amendment thereto dated May 13, 1997 (copies of both of which are
    attached hereto as "Exhibit B") and agree to more specifically set forth
    the rights and obligations of both parties through a more comprehensive
    agreement.

         NOW, THEREFORE, in consideration of the promises and payments
    previously made by Lessee pursuant to the terms of the Letter of Intent,
    and, payments to be made by the Lessee to the Lessor, as set forth
    below, and the mutual covenants contained herein, the parties to this
    Agreement agree as follows:

        1.    Lessor hereby leases to Lessee the properties known
              generally as the Golden Wonder Mine, Ute Ule Mine, Ute Mill
              and all related property described in Exhibit A including
              all surface and subsurface areas, permits, claims,
              easements, ore on-site, rights-of-way, equipment and all
              improvements located at, or associated with the Property.

        2.    Lessee shall have the right, authority, legal responsibility
              and liability for and associated with mining, developing,
              exploring, reclaiming, constructing facilities required for
              such purposes, maintaining access to and from the Minej,
              conducting assessment work, and disposing of waste material.
              Lessee shall safely conduct all such activities in
              accordance with generally accepted mining industry standards
              and all applicable laws and regulations governing such
              activity.

        3.    The term of this Lease Purchase Agreement shall be six
              months beginning on July 1, 1997 and ending December 31,
              1997 (unless extended by Lessee pursuant to Section 7 below)
              and shall be renewable at the election of the lessee
              provided that the terms of this Agreement have been complied
              with in every respect and proper and timely payments made to
              Lessor as set forth in Sections 7 below.

        4.    Lessee agrees to conduct all activities on the subject
              property in a manner which will not materially impair or
              preclude the future development or exploration of the
              Properties.  If Lessee causes or determines that a condition
              exists that may impair or preclude the future development of
              the Mine, then Lessee agrees to notify LKA immediately and
              cease activity in the "effected area" of the Mine until LKA
              and Lessee jointly determine and agree upon steps required
              to remedy the problem.

        5.    Lessee agrees to share with LKA, on a timely basis, all
              maps, reports, significant discoveries, assays, milling
              formulas, metals recovery information, milling techniques
              and results and all other materially relevant information
              pertaining to the Property and its economic viability.

        6.    This lease constitutes a lease of all of the mining rights
              and easements owned by the Lessor pertaining to the
              Properties.  Precious ores in, on and underlying the subject
              property may be removed and sold by the Lessee in any
              reasonable and lawful manner determined by the Lessee
              provided that the following conditions are met;

             a. Lessee shall notify Lessor, in writing, of all ore removed
                from the subject property.  Such notification shall be
                made within 30 days of removal and shall include all
                documentation reasonably necessary to determine the
                amount, weight and value of all ores and/or ore
                concentrates or metals removed.  Such documentation shall
                include, but not be limited to, legal weight/scale slips,
                mill and smelter receipts, settlement records and/or cash
                sale receipts.

             b. Lessee shall cause a representative sample of all ores,
                concentrates or metals removed to be assayed by an
                independent, certified assayer.  Copies of all such assays
                shall be included in the documentation described in
                Section 6 (a) of this Agreement.

        7.    Lesee Payments and Extensions:  Lessee agrees to pay LKA
              lease payments for at least one, six-month period (which
              period may be extended by two additional six-month periods
              at Lessees option provided that Lessee is in compliance with
              all terms of this Agreement) as follows:

             a. Upon execution of this Agreement, Lessee shall pay to LKA
                the amount of Thirty Thousand Dollars ($30,000) as a lease
                payment for the first six months of the lease ending
                December 31, 1997.  "Initial six-month period."

             b. Two optional six-months period described above, then,
                Lessee shall pay to LKA the sum of Sixty Thousand Dollars
                ($60,000) for the six-month period beginning January 1,
                1998 and ending June 30, 1998 ("First Extension").  Lessee
                may extend the Lease by an additional six months by paying
                to LKA the sum of Ninety Thousand Dollars ($90,000) for
                the six-month period beginning on July 1, 1998 and ending
                December 31, 1998 ("Second Extension").

             c. Lesee may reduce the amount due under the First Extension
                by actual amounts paid by Lessee pursuant to the Letter Of
                Intent.

             d. All payments for lease extension periods described in 6(b)
                above, shall be made in the form of a cashier's check, or
                such other form of payment acceptable to LKA, and shall be
                payable in payments of one-half of the amount due for the
                extension period at the time the extension period begins
                with the balance to be paid within 90 days thereafter.

        8.    Receipts and Royalties:  All receipts from the sale of ore,
              concentrates, or other products produced from the Peroperty
              by Lessee shall be sent directly to LKA from the buyer of
              such products.  Within five business days of receipt, LKA
              shall deduct any amounts due pursuant to its royalty
              interests (as described below in this Section and Section 9)
              and forward the balance to Lessee.  LKA may also deduct any
              amounts required to pay taxes, bonds, assessments,
              royalties, fines, liens or other expenses which have not
              been timely paid by Lessee and are necessary to maintain the
              Property in accordance with Lessee's representations below
              in Section 12 and elsewhere in this Agreement.

             a. In addition to the lease payments described above in
                Section 7, Lessee shall be required to pay LKA, a royalty
                equal to ten percent ("10% net-smelter royalty") of all
                proceeds received, or to which Lessee is entitled to
                receive, (after customary and usual deductions for
                assaying, transportation costs, smelting charges and
                penalties, severance taxes, and any state and federal
                royalties, if required, or similar charges for which
                Lessee receives no material benefit) from the sale of ore,
                metals and/or concentrates or any other product or
                substance produced from the Properties.

             b. All royalties received by LKA from Lessee shall be applied
                toward any payments currently due, or future payments due
                pursuant to Sections 7 and 10 of this Agreement.

        9.    Vickers' Royalty:  In addition to the royalties due to LKA,
              Lessee agrees to pay the royalty of 4 1/8% due to Purvis
              Vickers on ore sales as described in Exhibit B attached
              hereto.

        10.   Option To Purchase:  At any time after the execution of this
              Agreement, until November 1, 1998, provided that all of the
              terms of this Agreement have been met, Lessee may purchase
              the Properties by paying to LKA the "Purchase Price" of two-
              million dollars ($2,000,000) over a five year period plus
              accrued interest at the rate of eight percent (8%) per
              annum.  Interest shall begin to accrue on the Purchase Price
              within 12 months of the execution of this Agreement.

             a. Upon delivering to LKA written notice of Lessee's intent
                to purchase the Property along with the initial payment of
                fifty thousand dollars ($50,000) and a promissory note
                representing the balance of the Purchase Price (payable at
                the rate of $50,000 per quarter over a five-year period
                with the balance due at the end of the five-year period).
                LKA shall convey to Lessee a deed(s) conveying ownership
                to the Property.  The deed(s) to the Property shall be
                free and clear of all liens and encumbrances with the
                exception of the Vickers Royalty.

             b. Upon Lessee's full payment of the Purchase Price, LKA
                shall promptly execute the instruments necessary to
                transfer all mining and related permits to Lessee.

             c. Upon written notice to LKA of Lessee's intent to purchase
                the Property, as an alternative to the above described
                financing (note and deed of trust), Lessee may pay to LKA
                a lump sum payment of One Million Five Hundred Thousand
                Dollars ($1,500,000).

             d. Upon Lessee's exercise of its option to purchase the
                Property, all payments made to LKA pursuant to Sections 7
                and 8 above shall be applied to the Purchase Price.

        11.   Representations and Responsibilities of Lessor:  LKA
              represents that it is the sole owner of the Properties and
              as such has authority to enter into this Agreement.  LKA
              further represents that it is aware of nothing that would
              prevent or inhibit Lessee's rights to mine and/or purchase
              the subject properties as contemplated by this Agreement.
              LKA agrees to indemnify, hold harmless and defend Lessee
              against any actions or liabilities that may arise as a
              result of LKA's previous activities on, or related to LKA's
              ownership of the subject properties including liabilities
              associated with the reclamation obligations of LKA which
              predate this Agreement.  In the event that Lessee is
              prevented from mining or purchasing the properties as
              contemplated by this agreement (as a result of LKA's
              previous activities or negligence) then LKA, at its sole
              expense, shall take whatever action is reasonably required
              to remedy the problem in a timely manner.

             a. LKA agrees not to sell, assign, mortgage, convey or
                otherwise encumber the subject property UNLESS the
                instrument of such an assignment or conveyance
                specifically contains a reference to this Agreement and
                provides that so long as Lessee is not in default of the
                terms of this Agreement then Lessee shall continue in
                possession of the subject property and enjoy all rights
                guaranteed by this Agreement.  LKA agrees to provide
                Lessee with twenty days prior written notice of any such
                sale or conveyance.

             c. LKA represents that it has not knowingly violated any
                laws, ordinances, regulations or rules relating to the
                disposal of wastes, toxic or hazardous chemicals, and that
                it shall remain in compliance with such rules or
                regulations with reference to all such materials.

        12.   Representations and Responsibilities of Lessee:  Lessee
              shall not pledge, assign or transfer its rights under the
              terms of this Agreement without the express written
              authorization of LKA, (such authorization by LKA shall not
              be unreasonably withheld).  Lessee also agrees not to take
              any action or engage in any activity that will encumber the
              title of the subject properties.  Lessee further agrees to
              indemnify, hold harmless and defend LKA from any claims
              arising from Lessee's activities on or involving the
              property.

             a. All property taxes, assessments, claim and permit filings,
                performance bonds and any other fees associated with
                Lessee's activities on the property shall be the
                responsibility of the Lessee.  Copies or other evidence of
                filings or payments made in this regard will be provided
                to LKA prior to any lawfully required filing dates.

             b. Lessee shall at all times maintain liability insurance
                coverage for its activities on the property in the amount
                of at least One Million Dollars ($1,000,000) in a standard
                form acceptable to LKA from any and all claims arising out
                of or resulting from Lessees activities.

             c. Lessee shall be solely responsible for all financial and
                legal obligations associated with its activities on or
                related to the subject property.  Lessee shall at all
                times save and keep harmless LKA from any and all claims
                arising out of or resulting from Lessees activities.

             d. Lessee shall do all things reasonably required to
                maintain, keep current and remain in compliance with;
                State and Federal regulations, mining and reclamation
                permits, unpatented claim filings, property taxes (real
                and personal) and royalty payments.

        13.   In the event of default by either party to this Agreement,
              the remedies are set forth below in this Section 13 unless
              otherwise provided in this Agreement.  Time is of the
              essence of this Agreement.

             a. If Lessee defaults on any of the payments described in
                Sections 7 of this Agreement, then LKA shall deliver
                written notice of such default to Lessee which shall
                provide for ten days in which Lessee may cure such default
                after receiving written notice, this Agreement shall be
                terminated and all of Lessee's rights and interest in the
                Property shall be forfeited to LKA.

             b. If Lessee makes a general assignment for the benefit of
                creditors or is otherwise adjudged bankrupt, such action
                shall be deemed a default under the terms of this
                Agreement and the failure of Lessee to obtain an entity
                capable of meeting the obligations of this Agreement shall
                result in the forfeiture of Lessee's interest in the
                Property.

             c. If LKA fails to perform any of its obligations or has
                breached its representations or warranties hereunder,
                Lessee may, at its option, either terminate this Agreement
                and receive prompt refund from LKA for the unexpired
                period of the lease, or Lessee shall have the right to
                require specific performance of this Agreement.

        14.   If either party to this Agreement is delayed, interrupted or
              prevented from performing its obligations under the terms of
              this Agreement by reasons of "force majeure" then that party
              will be temporarily relieved from its obligations until the
              period or event giving rise to the force majeure has lapsed.
              Force Majeure conditions include disabilities arising from
              causes beyond the reasonable control or expectation of the
              affected party including, acts of God, accidents, fires,
              labor trouble, unavailability of supplies and equipment,
              orders or requirements of courts and/or government agencies
              (provided that such orders do not result from the negligence
              or inappropriate activity of the affected party) or the
              inability to obtain environmental or operating permits that
              may be required by governmental authorities.

        15.   Notices, payments and other communications required by this
              Agreement shall be effective on the day of receipt and shall
              be addressed as follows:

                          LKA International, Inc.
                          3724 47th Street Court NW
                          Gig Harbor, WA  98335
                          Telephone:  (206) 851-7486
                          Facsimile:  (206) 851-5449

                          AU Mining, Inc.
                          21599 Highway 550
                          Ridgway, CO  81432
                          Telephone:
                          Facsimile:

        16.   The rights, duties and obligations created by this Agreement
              shall be binding upon the parties, their heirs, executors,
              administrators, sublesse and assigns.  Both Lessee and LKA
              represent that they are not acting as agents for others and
              are participating in this Agreement for their sole benefit.

        17.   This Agreement shall not be construed in accordance with the
              laws of the State of Colorado and in the event of
              litigation, the prevailing party shall be entitled to court
              costs and reasonable attorney's fees.

        18.   LKA shall have the right to inspect the subject property, at
              its own expense, provided that such inspections do not
              directly interfere with Lessee's mining activities.  LKA
              shall give Lessee at least 24 hours prior notice of LKA's
              intended inspection.

        19.   This Agreement is intended to clarify and more specifically
              define and detail the terms contained in the "Letter of
              Intent" dated May 12, 1997 and the amendment to the Letter
              of Intent dated May 13, 1997 and executed by both parties.
              This Agreement may not be modified or amended except by the
              written consent of both parties.

        20.   If any one or more provisions of this Agreement shall become
              invalid, unenforceable or illegal, the remaining provisions
              shall not be affected or impaired.

        21.   The entire Agreement of the parties is as herein written.
              The parties are not bound by any agreements, understandings,
              conditions or inducements other than those set forth in this
              Agreement.  No change alteration or amendment of any of the
              terms of this Agreement shall be valid unless such changes
              are in writing and signed by both parties.

        22.   If either party to this Agreement employs legal counsel or
              brings an action at law or other proceeding against the
              other party to enforce any of the terms of this Agreement,
              the prevailing party shall be entitled to reasonable
              attorney's fees and other expenses directly associated with
              such action.  Any judgments secured by the prevailing party
              shall include these fees and expense.

         IN WITNESS WHEREOF, the parties to this Lease Purchase Agreement
    have affixed their signatures as of the 1st day of July, 1997.

    LESSOR:

    LKA International, Inc.
    A Nevada corporation                      ATTEST:



    By:  /s/ Kye A. Abraham                         /s/ Nanette K. Abraham
         -------------------                         ----------------------
         Kye A. Abraham,                             Nanette K. Abraham,
         President                                   Secretary


    LESSEE:

    Au Mining, Inc.
    A Colorado limited liability corporation



    By:  /s/ Lance Barker
         ----------------
         Lance Barker, Officer/Shareholder


         /s/ Ken Orvis
         -----------------
           Ken Orvis, Officer/Shareholder
                                            EXHIBIT A

         The patented mining claims of Grantor conveyed hereby are situated
    in Hinsdale County, Colorado, are described as follows:

    A.     The "Ute-Ule Mine" consisting of:

    Albany Lode Mining Claim. U.S. Survey No. 15157;
    Mab, Auric, Mayor of Leadville, Maid of Hensen, Yankee Doodle,
         Cuter, Free Lance, Leadville and Regulator Lode Mining
         Claims which are known as U.S. Survey No. 12265;
    Bushnell Lode Mining Claim, U.S. Survey No. 1212A;
    California Lode Mining Claims, U.S. Survey No. 376A
    Equator Lode Mining Claim, U.S. Survey No. 1366A;
    Equator Mill Site, U.S. Survey No. 1366B;
    Hidden Treasure Lode Mining Claim, U.S. Survey No. 342;
    Invincible Lode Mining Claim, U.S. Survey No. 13478;
    Lightning Striker Lode Mining Claim, U.S. Survey No. 452;
    McCarthy Lode Mining Claim, U.S. Survey No. 13781;
    McComb Lode Mining Claim, U.S. Survey 13781;
    McCarthy Lode No. 3 Lode Mining Claim, U.S. Survey No. 13975;
    McComb No. 2 Lode Mining Claim, U.S. Survey No. 15157;
    Metropole Lode Mining Claim, U.S. Survey No. 15157;
    Otis Lode Mining Claim, U.S. Survey No. 15157;
    Protector Lode Mining Claim, U.S. Survey No. 13478;
    Steele Lode Mining Claim, U.S. Survey No.15157;
    Ule Lode Mining Claim, U.S. Survey No. 147A;
    Ule Extension Lode Mining Claim, U.S. Survey No. 1220;
    Ule Mill Site, U.S. Survey No. 1478;
    Ute Lode Mining Claim, U.S. Survey No. 148
    Ute Mill Site, U.S. Survey No. 2590;
    Windsor Lode Mining Claim, U.S. Survey No. 15157;

    B.    The following claims consisting of part of the "Golden Wonder
    Mine:"

    Name of Claim              Mineral Survey No.          Patent No.
    -------------              ------------------          ----------
    Golden Wonder Lode             552                      5926
    Golden Mammoth Lode            553                      6012
    Golden Carbonate Lode        17651                     43868

    Together with any and all water rights, water filings, claims for use of
    water, mill sites, ditches and dams appertaining to any of the above
    described properties.

         The unpatented mining claims of Grantor conveyed hereby are
    situated in Hinsdale County, Colorado, the names of which and the place
    of record of the location notices thereof in the official records of
    such county and the Colorado State Office of the Bureau of Land
    Management are as follows:


    A.    The following claims constituting part of the "Golden Wonder
          Mine":

    Name of Claim     Date Loc     Date Rec'd     Book   Page    C MC No.
    -------------     --------     ----------     ----   ----    --------
    San Francisco #1   04-04-90    06-29-90       131    423    237964
    San Francisco #2                               42    275
    San Francisco #3   04-04-90    06-29-90       131    424    237965
    San Francisco #4   04-04-90    06-29-90       131    425    237966
    San Francisco #5   04-04-90    06-29-90       131    426    237967
    San Francisco #6   04-04-90    06-29-90       131    427    237968
    San Francisco #7   04-04-90    06-29-90       131    428    237969
    San Francisco #8   04-04-90    06-29-90       131    429    237970
    San Francisco #9                               42    364
    San Francisco #10  04-04-90    06-29-90       131    430    237971
    San Francisco #11  04-04-90    06-29-90       131    431    237972
    San Francisco #12  04-04-90    06-29-90       131    432    237973
    San Francisco #13  04-04-90    06-29-90       131    433    237974
    San Francisco #14  04-04-90    06-29-90       131    434    237975
    San Francisco #15  04-04-90    06-29-90       131    435    237976
    San Francisco #16  04-04-90    06-29-90       131    436    237977
    San Francisco #17  04-04-90    06-29-90       131    437    237978
    Burns and Biglow   04-04-90    06-29-90       131    438    237979
      
<PAGE>
                               EXHIBIT B

                              LETTER OF INTENT

    This document will serve as an interim agreement between LKA
    INTERNATIONAL, INC. (LKA) and Au MINING (AuM) while a detailed purchase
    agreement is finalized.  This agreement will pertain to all of LKA's
    mining and milling properties and equipment located in the Lake City
    area of Hinsdale county, Colorado.

    GENERAL TERMS
    This agreement will provide for an evaluation period culminating with
    the purchase of the properties or withdrawal of AuM from the project.

    OPTION PERIOD
    During the evaluation period Au Mining will reactivate the properties
    and commence production and exploration activities   sharing all
    information with LKA.

    Production royalties will be 10% net smelter returns less all advance
    royalty payments to LKA and 4.5% net smelter returns to Vickers.

    Smelter settlements will be sent direct to LKA's office at:
                        3724 47th Street Court N.W.
                        Gig Harbor, WA  98335

    LKA will process settlements and make disbursements in a timely manner.

    AuM is fully informed as to the current status of the permits.  AuM
    representatives have attended several meetings with the Colorado
    Department of Minerals and Geology, including the April 24th Board
    hearing at which cease and desist orders were issued and non-compliance
    fines were levied.  AuM is committed to bringing the permits into
    compliance and maintaining compliance.

    AuM is informed that the previous operators did not meet the Vickers
    royalty obligations and AuM has committed to settle this account.

    INTERIM PERIOD
    During an interim period, commencing with the signing of this document
    and terminating with the permits back in compliance (June 30, 1997
    deadline) and the finalization of the detailed purchase agreement, AuM
    will pay as earnest money:
         -$2600     non-compliance penalty to Colorado DMG
         -$5000     unpaid production royalties due Vickers
                    payments applicable to future LKA production royalties
    at the completion of this interim period the evaluation period will
    commence.

    OPTION PERIOD TERMS
         - First six months          $30,000     paid in advance
         - Second six months         $60,000     paid quarterly
         - Third six months          $90,000     paid quarterly

    All payments
        -  Fully applicable to purchase price
        -  Fully applicable to LKA production royalties

    PURCHASE PRICE
         - $1.5 million     LUMP SUM payment   less any credits from
                            previous payments
         - $2.0 million     LKA carries the note
                            Terms:  5 years at $200,000/year
                                    Totaling $1.0 million
                            And     $1.0 million lump sum payment
                            At purchase:  LKA would not retain a royalty
                                          Vickers royalty continues

    As stated this document is to be replaced by a detailed contract, but
    completion of this document is recognized by the undersigned parties to
    be contractual and binding.

         LKA          - warrants the property as free and clear and
                        marketable   except for the detailed deficiencies.

                     - grants to Au Mining the sole, exclusive, and
                       irrevocable rights to the property as long as the
                       contractual conditions are met.

         Au Mining    - committs to meet all contractual obligations and
                        will proceed in good faith to consummate this
                        transaction.

                     - all work performed by the operator, Au Mining shall
                       be done in a good and workmanlike manner and in
                       compliance with all state and federal laws and
                       regulations governing such operations.

     Seller:  LKA International Inc.
              3724 47th Street Court N.W.
              Gig Harbor, WA  98336



             By:  /s/ Kye Abraham               5/14/98
                -----------------               ---------
                Kye Abraham, President          Date


     Buyer:  Au Mining
             21599 Hwy 550
             Ridgway, Colorado 81432



             By:  /s/ Lance Barker              5/12/97
                  ----------------              ---------
                  Lance Barker, Partner         Date



             By:  /s/ Ken Orvis                5/12/97
                  --------------               --------
                  Ken Orvis, Partner           Date

                                    LKA INTERNATIONAL, INC.
                                    3724 47th Street Court N.W.
                                    Gig Harbor, WA  98335
                                    (206) 851-7486


     May 13, 1997

     Mr. Lance Barker
     Au Mining
     21599 Hwy 550
     Ridgeway, CO  81432

          Re:  LKA/Au Mining Letter of Intent dated 5/12/97

     Dear Lance,

          This letter will serve as an amendment to and clarification of
     some of the terms of the Letter of Intent referenced above.

         1.  All amounts paid to LKA as royalties shall reduce the
             purchase price of the Properties as described in the section
             entitled "PURCHASE PRICE."  Any and all amounts paid to
             Vickers shall not reduce said price.

         2.  After the first year (12 months after a contract for
             lease/purchase is signed by Au Mining and LKA) interest will
             begin to accrue on the purchase price at the rate of 8% per
             annum.  All payments made to LKA after this initial 12-month
             period shall be applied first to interest and then to the
             principal balance.


         3.  Au Mining agrees to notify LKA in advance of any shipment of
             ores or ore concentrates that are shipped to any entity other
             that ASARCO, LKA may refuse to allow Au Mining to ship ores
             or concentrates to any metals refiner or processor, other
             than ASARCO, if, in the determination of LKA its interests
             (royalties) are not adequately protected.

         4.  Under the section entitled "OPTION PERIOD TERMS" the full
             $30,000 advance royalty payment shall be paid to LKA upon the
             signing of the contract for lease/purchase.


         5.  Au Mining agrees to engage in no activity that would
             jeopardize or impair the mining properties and their
                        respective permits.
         Lance, if you find these terms/clarifications acceptable please
    sign where indicated below and return an original to me.

    Sincerely,



    /s/ Kye A. Abraham
    --------------------
    Kye A. Abraham
    President

                             Agreed and accepted this 14th day of May, 1997.

                             Au Mining



                            /s/ Lance Barker        /s/ Ken Orvis
                            ----------------        -------------
                            Lance Barker            Ken Orvis