DEED OF TRUST

     THIS DEED OF TRUST is made this 2nd day of July, 1999, between Au
Mining., Incl, a Colorado corporation (Borrower), whose address is 21599
Highway 550, Ridgway, Colorado 81432, and the Public Trustee of Hinsdale
County, Colorado (Trustee), for the benefit of LKA International, Inc., a
Nevada corporation (Lender), whose address is 3724 47th Street Court N.W., Gig
Harbor, Washington 98335.

     Borrower and Lender covenant and agree as follows:

     1.     Property in Trust.  Borrower, in consideration of the indebtedness
herein recited and the trust herein created, hereby grants and conveys to
Trustee in trust, with power of sale, the following described property located
in the County of Hinsdale, State of Colorado:

          See Exhibits A-1 and A-2, attached hereto and incorporated herein

     2.     Note; Other Obligations Secured.  This Deed of Trust is given to
secure to Lender the repayment of the indebtedness evidenced by Borrower's
note (Note) dated July 2, 1999, in the principal sum of One Million Seven
Hundred Ninety-Five Thousand Eight Hundred Fifty-Three Dollars ($1,795.853.00)
with interest on the unpaid principal balance from April 15, 1999, until paid,
at the rate of Eight percent (8%) per annum, with principal and interest
payable at 3724 47th Street Court N.W., Gig Harbor, Washington 98335, or such
other place as the Lender may designate, in quarterly payments of Fifty
Thousand and 00/100 ($50,000) due on the first day of each quarter beginning
July 1, 1999, such payments to continue until the entire indebtedness
evidenced by said Note is fully paid; however, if not sooner paid, the entire
principal mount outstanding and accrued interest thereon, shall be due and
payable on July 1, 2004.  Borrower has the right to prepay at any time,
without penalty, all or part of the outstanding principal balance, accrued
interest and any other charges such as late payment fees.  The payment of any
and all other sums disbursed by Lender in accordance with this Deed of Trust
to protect the security of this Deed of Trust shall accrue interest thereon at
the rate of Eleven percent (11%) per annum.

     3.     Title.  Borrower covenants that Borrower owns and has the right to
grand and convey the Property and warrants title to the same, subject to
general real estate taxes for the current year, easements of record or in
existence, and recorded declarations, restrictions, reservations and
covenants, if any, as of the date, and also expressly subject to certain
claims to title made by Golden Wonder, LLC, and Arizona limited liability
company, whose address is 6821 N. Montezuma Drive, Tucson, Arizona.  The
parties agree that Borrower's obligation is contingent upon Lender's clearing
title to the Property, which title is contested by Golden Wonder, LLC.

     4.     Payment of Principal and Interest.  Borrower shall promptly pay
when due the principal of and interest on the indebtedness evidenced by the
Note, and late charges as provided in the Note and shall perform all of
Borrower's other covenants contained in the Note.

     5.     Application of Payments.  All payments received by Lender under
the terms hereof shall be applied by Lender first to the payment of late
charges, if any, second to the payment of accrued interest on the unpaid
balance, and then to reduction of the principal amount of the Note.

     6.     Charges; Liens.  Borrower shall pay all taxes, assessments and
other charges, fines and impositions attributable to the Property which may
have attained or will attain a priority over this Deed of Trust by Borrower
making payment when due, to the payee thereof.  Despite the foregoing,
Borrower shall not be required to make payments otherwise required by this
Paragraph 6 if Borrower, after notice to Lender, shall in good faith contest
such obligation by, or defend enforcement of such obligation in, legal
proceedings which operate to prevent the enforcement of the obligation or
forfeiture of the Property or any part thereof, only upon Borrower making all
such contested payments and other payments as ordered by the court to the
registry of the court in which such proceedings are filed.

     7.     Property Insurance.  Borrower shall keep the improvements now
existing or hereafter erected on the Property insured against loss by fire or
hazards included with the term "extended coverage" in an amount at least equal
to the lesser of (1) the insurable value of the Property or (2) an amount
sufficient to pay the sums secured by this Deed of Trust as well as any prior
encumbrances on the Property.  All of the foregoing shall be known as
"Property Insurance."

     The insurance carrier providing the insurance shall be qualified to write
Property Insurance in Colorado and shall be chosen by Borrower subject to
Lender's right to reject the chosen carrier for reasonable cause.  All
insurance policies and renewals thereof shall include a standard mortgage
clause in favor of Lender, and shall provide that the insurance carrier shall
notify Lender at least ten (10) days before cancellation, termination or any
material change of coverage.  Insurance policies shall be furnished to Lender
at or before closing.  Lender shall have the right to hold the policies and
renewals thereof.  In the event of loss, Borrower shall give prompt notice to
the insurance carrier and Lender.  Lender may make proof of loss if not made
promptly by Borrower.

     Insurance proceeds shall be applied to restoration or repair of the
Property damaged, provided such restoration or repair is economically feasible
and the accuracy of this Deed of Trust is not thereby impaired.  If such
restoration or repair is not economically feasible or if the security of this
Deed of Trust would be impaired, the insurance proceeds shall be applied to
the sums secured by this Deed of Trust, with the excess, if any, paid to
Borrower.  If the Property is abandoned by Borrower, or if Borrower fails to
respond to Lender within 30 days from the date notice is given in accordance
with Paragraph 16 herein by Lender to Borrower that the insurance carrier
offers to settle a claim or insurance benefits, Lender is authorized to
collect and apply the insurance proceeds, at Lender's option, either to
restoration or repair of the Property or to the sums secured by this Deed of
Trust.

     Any such application of proceeds to principal shall not extend or
postpone the due date of the installments referred to in Paragraph 4 (Payment
of Principal and Interest) or change the amount of such installments.
Notwithstanding anything herein to the contrary, if under Paragraph 18 herein
the Property is acquired by Lender, all right, title and interest of Borrower
in and to any insurance policies and in and to the proceeds thereof resulting
from damage to the Property prior to the sale or acquisition shall pass to
Lender to the extent of the sums accrued by this Deed of Trust immediately
prior to such sale or acquisition.

     8.     Preservation and Maintenance of Property.  Borrower shall keep the
Property in good repair and shall not commit waste or permit impairment or
deterioration of the property.  Borrower shall perform all of Borrower's
obligations under any subdivision improvement agreement, declaration,
covenants, rules or other documents governing the use, ownership or occupancy
of the Property.

     9.     Protection of Lender's Security.  Except when Borrower has
exercised Borrower's rights under Paragraph 6 above, if the Borrower fails to
perform the covenants and agreements contained in this Deed of Trust, or if
any action or proceeding is commenced which materially affects Lender's
interest in the Property, then Lender, at Lender's option, with notice to
Borrower if required by law, may make such appearances, disburse such sums and
take such action as is necessary to protect Lender's interest, including, but
not limited to, disbursement of reasonable attorneys' fees and entry upon the
Property to make repairs.  Borrower hereby assigns to Lender any right
Borrower may have by law or otherwise to cure any default under said prior
encumbrance.  Any amounts disbursed by Lender pursuant to this Paragraph 9,
with interest thereon, shall become additional indebtedness of Borrower
secured by this Deed of Trust.  Such amounts shall be payable upon notice from
Lender to Borrower requesting payment thereof, and Lender may bring suit to
collect any amounts so disbursed plus interest specified in Paragraph 2
herein.  Nothing contained in this Paragraph 9 shall require Lender to incur
any expense or take any action hereunder.

     10.     Inspection.  Lender may make or cause to be made reasonable
entries upon and inspection of the Property, provided that Lender shall give
Borrower notice prior to any such inspection specifying reasonable cause
therefor related to Lender's interest in the Property.

     11.     Condemnation.  The proceeds of any award or claim for damages,
direct or consequential, in connection with any condemnation or other taking
of Property, or part thereof, or for conveyance in lieu of condemnation, are
hereby assigned and shall be paid to Lender as herein provided.

     In the event of a total taking of the Property, the proceeds shall be
applied to the sums secured by this Deed of Trust, with the excess, if any,
paid to Borrower.  In the event of a partial taking of the Property, the
proceeds (net award) shall be divided between Lender and Borrower, in the same
ratio as the amount of the sums secured by this Deed of Trust immediately
prior to the date of taking bears to Borrower's equity in the Property
immediately prior to the date of taking.  Borrower's equity in the Property
means the fair market value of the Property less the amount of sums secured by
both this Deed of Trust and all prior liens (except taxes) that are to receive
any of the award, all at the value immediately prior to the date of taking.

     If the Property is abandoned by Borrower, or if, after notice by Lender
to Borrower that the condemnor offers to make an award or settle a claim for
damages, Borrower fails to respond to Lender within 30 days after the date
such notice is given, Lender is authorized to collect and apply the proceeds,
at Lender's option, either to restoration or repair of the Property or to the
sums secured by this Deed of Trust.

     Any such application of proceeds to principal shall not extend or
postpone the due date of the installments referred to in Paragraph 4 nor
change the amount of such installments.

     12.     Borrower Not Released.  Extension of the time for payment or
modification of amortization of the sums secured by this Deed of Trust granted
by Lender to any successor in interest of Borrower shall not operate to
release, in any manner, the liability of the original Borrower, nor Borrower's
successors in interest, from the original terms of this Deed of Trust.  Lender
shall not be required to commence proceedings against such successor or refuse
to extend time for payment or otherwise modify amortization of the sums
secured by this Deed of Trust by reason of any demand made by the original
Borrower nor Borrower's successors in interest.

     13.     Forbearance by Lender Not a Waiver.  Any forbearance by Lender in
exercising any right or remedy hereunder, or otherwise afforded by law, shall
not be a waiver or preclude the exercise of any such right or remedy.

     14.     Remedies Cumulative.  Each remedy provided in the Note and this
Deed of Trust is distinct from and cumulative to all other rights or remedies
under the Note and this Deed of Trust or afforded by law or equity, and may be
exercised concurrently, independently or successively.

     15.     Successors and Assigns Bound; Joint and Several Liability;
Captions.  The covenants and agreements herein contained shall bind, and the
rights hereunder shall inure to, the respective successors and assigns of
Lender and Borrower, subject to the provisions of Paragraph 23 herein.  All
covenants and agreements of Borrower shall be joint and several.  The captions
and headings of the paragraphs in this Deed of Trust are for convenience only
and are not used to interpret or define the provisions hereof.

     16.     Notice.  Except for any notice required by law to be given in
another manner, (a) any notice to Borrower provided for in this Deed of Trust
shall be in writing and shall be given and be effective upon (1) delivery to
Borrower or (2) mailing such notice by first-class U.S. mail, addressed to
Borrower at Borrower's address stated herein or at such other address as
Borrower may designate by notice to Lender as provided herein, and (b) any
notice to Lender shall be in writing and shall be given and be effective upon
(1) delivery to Lender or (2) mailing such notice by first-class U.S. mail, to
Lender's address stated herein or to such other address as Lender may
designate by notice to Borrower as provided herein.  Any notice provided for
in this Deed of Trust shall be deemed to have been given to Borrower or Lender
when given in any manner designated herein.

     17.     Governing Law; Severability.  The Note and this Deed of Trust
shall be governed by the law of Colorado.  In the event that any provision ro
clause of this Deed of Trust or the Note conflicts with the law, such conflict
shall not affect other provisions of this Deed of Trust or the Note which can
be given effect without the conflicting provision, and to this end the
provisions of the Deed of Trust and Note are declared to be severable.

     18.     Acceleration; Foreclosure; Other Remedies.  Except as provided in
Paragraph 23, upon Borrower's breach of any covenant or agreement of Borrower
in this Deed of Trust, at Lender's option, all of the sums secured by this
Deed of Trust shall be immediately due and payable (Acceleration).  To
exercise this option, Lender may invoke the power of sale and any other
remedies permitted by law.  Lender shall be entitled to collect all reasonable
costs and expenses incurred in pursuing the remedies provided in this Deed of
Trust, including, but not limited to, reasonable attorney's fees.

     If Lender invokes the power of sale, Lender shall given written notice to
Trustee of such election.  Trustee shall give such notice to Borrower of
Borrower's rights as is provided by law.  Trustee shall record a copy of such
notice as required by law.  Trustee shall advertise the time and place of the
sale of the Property, for not less than four weeks in a newspaper of general
circulation in each county in which the Property is situated, and shall mail
copies of such notice of sale to Borrower and other persons as prescribed by
law.  After the lapse of such time as may be required by law, Trustee, without
demand on Borrower, shall sell the Property at public auction to the highest
bidder for cash at the time and place (which may be on the Property or any
part thereof as permitted by law) in one or more parcel as Trustee may think
best and in such order as Trustee may determine.  Lender or Lender's designee
may purchase the Property at any sale.  It shall not be obligatory upon the
purchaser at any such sale to see to the application of the purchase money.

     Trustee shall apply the proceeds of the sale in the following order; (a)
to all reasonable costs and expenses of the sale, including, but not limited
to, reasonable Trustee's and attorney's fees and costs of title evidence; (b)
to all sums secured by this Deed of Trust; and (c) the excess, if any, to the
person or persons legally entitled thereto.

     19.     Borrower's Rights to Cure Default.  Whenever foreclosure is
commenced for nonpayment of any sums due hereunder, the owners of the Property
or parties liable hereon shall entitled to cure said defaults by paying all
delinquent principal and interest payments due as of the date of cure, costs,
expenses, late charges, attorney's fees and other fees all in the manner
provided by law.  Upon such payment, this Deed of Trust and the obligations
secured hereby shall remain in full force and effect as though no Acceleration
had occurred, and the foreclosure proceedings shall be discontinued.

     20.     Assignment of Rents; Appointment of Receiver; Lender in
Possession.  As additional security hereunder, Borrower hereby assigns to
Lender the rents of the Property; however, Borrower shall, prior to
Acceleration under Paragraph 18 herein or abandonment of the Property, have
the right to collect and retain such rents as they become due and payable.

     Lender or the holder of the Trustee's certificate of purchase shall be
entitled to a receiver for the Property after Acceleration under Paragraph 18
herein, and shall also be so entitled during the time covered by foreclosure
proceedings and the period of redemption, if any; and shall be entitled
thereto as a matter of right without regard to the solvency or insolvency of
Borrower or of the then owner of the Property, and without regard to the value
thereof.  Such receiver may be appointed by any Court of competent
jurisdiction upon ex parte application and without notice, notice being hereby
expressly waived.

     Upon Acceleration under Paragraph 18 herein, or abandonment of the
Property, Lender, in person, by agent or by judicially-appointed receiver,
shall be entitled to enter upon, take possession of and manage the Property
and to collect the rents of the Property including those past due.  All rents
collected by Lender or the receiver shall be applied, first, to payment of the
costs of preservation and management of the Property, second, to payments due
upon prior liens, and then to the sums occurred by this Deed of Trust.  Lender
and the receiver shall be liable to account only for those rents actually
received.

     21.     Release.  Upon payment of all sums secured by this Deed of Trust,
Lender shall cause Trustee to release this Deed of Trust and shall produce for
Trustee the Note.  Borrower shall pay all costs of recordation and shall pay
the statutory Trustee's fees.  If Lender shall not produce the Note as
aforesaid, then Lender, upon notice in accordance with Paragraph 16 herein
from Borrower to Lender, shall obtain, at Lender's expense, and file any lost
instrument bond required by Trustee or pay the cost thereof to effect the
release of this Deed of Trust.

     22.     Waiver of Exemptions.  Borrower hereby waives all right of
homestead and any other exemption in the Property under the state or federal
law presently existing or hereafter enacted.

     23.     Transfer of the Property; Assumption.  The following events shall
be referred to herein as a "Transfer"; (i) a transfer or conveyance of title
(or any portion thereof, legal or equitable) of the Property (or any part
thereof or interest therein), (ii) the execution of a contract or agreement
creating a right to title (or any portion thereof, legal or equitable) in the
Property (or any part thereof or interest therein), (iii) or an agreement
granting a possessory right in the Property (or any portion thereof), in
excess of three (3) years, (iv) a sale or transfer of, or the execution of a
contract or agreement creating a right to acquire or receive, more than fifty
percent (50%) of the controlling interest or more than fifty perent (50% of
the beneficial interest in the Borrower, (v) the reorganization, liquidation
or dissolution of the Borrower.  Not to be included as a Transfer are (i) the
creation of a lien or encumbrance subordinate to this Deed of Trust, (ii) the
creation of a purchase money security interest for household appliances, (or
(iii) a transfer by devise, descent or by operation of the law upon the death
of a joint tenant.  At the election of Lender, in the event of each and every
transfer:

          (a) All sums secured by this Deed of Trust shall become immediately
due and payable (Acceleration).

          (b) If a transfer occurs and should Lender not exercise Lender's
option pursuant to this paragraph 23 to Accelerate, Transferee shall be doomed
to have assumed all of the obligations of Borrower under this Deed of Trust
including all sums secured hereby whether or not the instrument evidencing
such conveyance, contract or grant expressly so provides.  This covenant shall
run with the Property and remain in full force and effect until said sums are
paid in full.  The Lender may without notice to the Borrower deal with
Transferee in the same manner as with the Borrower with reference to said sums
including the payment or credit to Transferee of undisbursed reserve Funds on
payment in full of said sums, without in any way altering or discharging the
Borrower's liability hereunder for the obligations hereby secured.

          (c) Should Lender not elect to Accelerate upon the occurrence of
such Transfer then, subject to (b) above, the mere fact of a lapse of time or
the acceptance of payment subsequent to any such events, whether or not Lender
had actual or constructive notice of such Transfer, shall not be deemed a
waiver of Lender's right to make such election nor shall Lender be estopped
therefrom by virtue thereof.  The issuance on behalf of the Lender of a
routine statement showing the status of the loan, whether or not Lender has
actual or constructive notice of such Transfer, shall not be a waiver or
estoppel of Lender's said rights.

     24.     Borrower's Copy.  Borrower acknowledges receipt of a copy of the
Note and of this Deed of Trust.

                             EXECUTED BY BORROWER

Au Mining, Inc., a Colorado corporation



/s/ Lance Barker
----------------------------
Lance Barker, President

STATE OF COLORADO          )
                           )ss.
COUNTY OF HINSDALE         )

     The foregoing instrument was acknowledged before me this 2nd day of July,
1999, by Lance Barker as President of Au Mining, Inc.

     Witness my hand and official seal.

     My Commission expires: 2-23-03

                                       /s/ Joan Roberts
                                       ----------------------------------
                                       Notary Public

(SEAL)

<PAGE>

                                 EXHIBIT A-1

                                 MINING DEED

     LKA International, Inc. a Nevada corporation, whose address is 3724
47thStreet Court N.W., Gig Harbor, Washington 98335, the "Grantor," for and in
consideration fo Ten Dollars ($10.00) and other value consideration, does
hereby convey to Au Mining, Inc., a Colorado corporation, whose address is
21599 Highway 5050, Ridgway, CO 81432, the "Grantee", those certain patented
mining claims of Grantor situated in Hinsdale County, Colorado, which mining
claims are more particularly described in Exhibit A attached hereto and by
this reference incorporated herein.

     TOGETHER WITH all extralateral and other associated rights, water rights,
tenements, hereditaments and appurtenances thereto belonging, or otherwise
appertaining thereof.

SUBJECT TO:

     1.     Current taxes, if any; and

     2.     All existing roads, rights-of-way and easements of record in the
office of the recorder of Hinsdale County, Colorado.

     Grantor warrants title against all persons except Golden Wonder, LLC, its
successors and assigns; provided, however, that all water and water rights are
conveyed herein without warranty of title.

     DATED this _____ day of _______________, 1999.

                                          LKA INTERNATIONAL, INC.



                                          By:
                                             ------------------------------
                                             Kye A. Abraham, President



                              EXHIBIT A

     The patented mining claims of Grantor conveyed hereby are situated in
Hinsdale County, Colorado, and 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 Henson, 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 Claim, 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 No. 13781;
       McCarthy Lode No. 3 Lode Mining Claim, U.S. Survey No. 13975;
       McComb No. 2 Lode Mining Claim, U.S. Survey N o. 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. 147B;
       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.

<PAGE>

                                 EXHIBIT A-2

                               QUIT CLAIM DEED

     LKA International, Inc. a Nevada corporation, whose address is 3724
47thStreet Court N.W. Gig Harbor, Washington 98335, the "Grantor." for and in
consideration of Ten Dollars ($10.00) and other valuable consideration, do
hereby quit claim to Au Mining, Inc. a Colorado corporation, whose address is
21599 High 550, Ridgway, CO 81432, the "Grantee", all of Grantor's right,
title and interest in and to those certain unpatented mining claims of Grantor
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 set forth
in Exhibit A attached hereto and by this reference incorporated herein.

     TOGETHER WITH all Grantor's interest in extralateral and other associated
rights, water rights, tenements, hereditaments and appurtenances thereto
belonging, or otherwise appertaining thereof; INCLUDING all amendments or
relocations of such claims or substitute rights obtained for the ground
included within such claims or substitute rights obtained for the ground
included within such claims under the General Mining Law or any amendments
thereto or substitutions therefore, and all right, title and interest of the
Grantor claimed under the public land or mineral land laws of the United State
or otherwise within the area bounded by the exterior lines of the mining
claims conveyed hereby.

SUBJECT TO:

     1.     Current taxes, if any;

     2.     Paramount title of the United States in the case of the unpatented
mining claims;

     3.     All existing roads, rights-of-way and easements of record in the
office of the recorder of Hinsdale County, Colorado, and the Colorado State
Office of the Bureau of Land Management and

     4.     All leases, permits, approvals and other rights heretofore or
hereafter granted by the United States in its administration of its paramount
title as it may relate to the unpatented mining claims.

     DATED this _____ day of ___________________, 1999.

                                          LKA INTERNATIONAL, INC.



                                          By:
                                            -----------------------------
                                            Kye A. Abraham, President

<PAGE>


                                  EXHIBIT A

     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   CMC 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    04-04-90    06-29-90      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 Bigelow   04-04-90    06-29-90     131    438    237979

which properties may also be known as the following:

<PAGE>

Name of Claim       Date Loc    Date Rec'd   Book   Page   CMC No.
---------------     --------    ----------   ----   ----   -------
Burns & Bigelow     9-20-95     12-18-95     142    67     248318
San Francisco #1    9-20-95     12-18-95     142    69     248319
San Francisco #3    9-20-95     12-18-95     142    71     248320
San Francisco #4    9-20-95     12-18-95     142    73     248321
San Francisco #5    9-20-95     12-18-95     142    75     248322
San Francisco #6    9-20-95     12-18-95     142    77     248323
San Francisco #7    9-20-95     12-18-95     142    79     248324
San Francisco #8    9-20-95     12-18-95     142    81     248325
San Francisco #10   9-20-95     12-18-95     142    83     248326
San Francisco #11   9-20-95     12-18-95     142    85     248327
San Francisco #12   9-20-95     12-18-95     142    87     248328
San Francisco #13   9-20-95     12-18-95     142    89     248329
San Francisco #14   9-20-95     12-18-95     142    91     248330
San Francisco #15   9-20-95     12-18-95     142    93     248331
San Francisco #16   9-20-95     12-18-95     142    95     248332
San Francisco #17   9-20-95     12-18-95     142    97     248333
San Francisco #18   9-20-95     12-18-95     142    99     248334
San Francisco #19   9-20-95     12-18-95     142    101    248335


                                  EXHIBIT B

                                 BILL OF SALE

     For the consideration of TEN DOLLARS ($10.00) and other valuable
consideration, the receipt and adequacy of which are hereby acknowledged, LKA
International, Inc., a Nevada corporation, as "Seller", does hereby grant,
bargain, sell and convey to Au Mining, Inc. a Colorado corporation, whose
address is 21599 Highway 550, Ridgway, CO 81432, as "Buyer", the property,
goods, equipment and chatteis described in Exhibit A attached hereto and
incorporated herein by this reference, and all other mixed and personal
property, intangibles, contractual rights, and assets relating to, located
upon or hold for use with respect to that certain patented and unpatented
mining claims situated in Hinsdale County, Colorado, as more particularly
described in deeds of even date conveying such property to Buyer.

     BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, THERE ARE EXCLUDED AND DISCLAIMED ALL WARRANTIES WHETHER EXPRESS,
IMPLIED, ORAL, WRITTEN OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE
WARRANTY OF HABITABILITY, MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE.  BUYER HEREBY ACKNOWLEDGES AND AGREES THAT ANY FIXTURES
AND PERSONAL PROPERTY ARE BEING PURCHASED BY BUYER FROM SELLER "AS IS/WHERE
IS" WITH ALL FAULTS AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND
(EXCEPT WARRANTIES OF TITLE SET FORTH BELOW).

     DATED this _____ day of __________, 1999.

                                      LKA INTERNATIONAL, INC.



                                    By:
                                       --------------------------------
                                       Kye A. Abraham, President

     By execution of this Bill of Sale, the Buyer acknowledges the disclaimer
of warranties.

                                      AU MINING, INC., A COLORADO CORPORATION



                                    By:
                                       ---------------------------------
                                       Lance Barker, President



STATE OF WASHINGTON              )
                                 )ss.
COUNTY OF __________________     )

     The foregoing instrument was acknowledged before me this _____ day of
__________, 1999 by Kye A. Abraham, President of LKA International, Inc, a
Nevada corporation, for and on behalf of the corporation.



My commission expires: _____________________



                                       ------------------------------------
                                       Notary Public



STATE OF COLORADO             )
                              )ss.
COUNTY OF ________________    )

     The foregoing instrument was acknowledged before me this _____ day of
__________, 1999 by Lance Barker, President of Au Mining, Inc. a Colorado
corporation, for and on behalf of the corporation.



My commission expires _____________________________



                                       ------------------------------------
                                       Notary Public