<PAGE>

                                                                    EXHIBIT 10.1

                 SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE

         This Settlement Agreement and Mutual General Release (hereinafter, this
"Agreement") is made and entered into on this ____ day of March, 2004 by and
between: Calais Resources, Inc., a corporation organized under the laws of
British Columbia ("Calais"), Marlowe and Judy Harvey ("Mr. and Mrs. Harvey"),
Aardvark Enterprises, Inc. ("AEI"), Aardvark Agencies, Inc. ("AAI"), White Cap
Mines, Inc. ("WCM"), Argus Resources, Inc. ("Argus"), and Moran Holdings. Mr.
and Mrs. Harvey, AEI, AAI, WCM, Moran Holdings, and Argus are collectively
referred to as the "Harvey Parties"; Calais and the Harvey Parties are
collectively referred to as the "Parties."

                                    RECITALS

     A.   Calais is a publicly-held company based in Greenwood Village,
          Colorado, with properties in Boulder County, Colorado, Nye County,
          Nevada, and the Republic of Panama, which has obligations to file
          reports and disclosure information with the British Columbia
          Securities Commission ("BCSC") and the United States Securities and
          Exchange Commission ("SEC").

     B.   Mr. Harvey has been an officer and director of Calais in the past and
          with the other Harvey Parties is a significant shareholder of Calais,
          appears to own more than 10% of the outstanding common stock of Calais
          as such ownership is calculated pursuant to Rule 13d-3 promulgated by
          the SEC, The topic of the Harvey Parties being a 10% or greater
          shareholder has been interpreted by Burns Figa and Will. The Harvey
          Parties have presently engaged an SEC attorney to independently
          determine if they are 10% or greater shareholders under US Rule 13d-3
          and whether they owe any reporting obligations under Sections 13(d),
          13(g), or 16(a) of the US Securities Exchange Act of 1934.

     C.   The association of the Parties has given rise to certain disputes and
          differences and may give rise to other disputes and differences,
          whether foreseen or unforeseen (collectively referred to herein as the
          "Disputes") between and among them.

     D.   Pursuant to the terms and conditions set forth in this Agreement, the
          Parties desire, without admitting any fault or liability, now to
          settle completely and for all time any and all Disputes among them
          regarding any matters, including (but without limitation) those which
          arose from or were related to or which may arise in the future from or
          which may in the future be related to the Disputes, and the
          circumstances and relationships attendant thereto;

         NOW THEREFORE, in consideration of the following covenants and promises
and for other valuable consideration, this Agreement is entered into by the
Parties.

<PAGE>

                                    AGREEMENT

         1.       AGREEMENTS. There are a number of existing agreements and
relationships between Calais and the Harvey Parties which are intended to be set
forth in, and modified by, this Agreement as described herein. These include:

    a.   CONVERTIBLE DEBENTURES. Calais originally issued convertible debentures
         in July 2000, and reissued those debentures in May 2001 (as follows),
         each of which are convertible into common stock at the conversion price
         of Cdn$1.23 through May 11, 2011 and, based on the records of Calais
         are owned as follows:

<TABLE>
<CAPTION>
Name of Holder                             Amount (Cdn$)               Underlying Shares
----------------------------------------------------------------------------------------
<S>                                        <C>                         <C>
Mrs. Harvey                                $   3,149,955                   2,560,939
----------------------------------------------------------------------------------------
Argus Resources, Inc.                      $     215,422                     175,140
----------------------------------------------------------------------------------------
AAI                                        $     747,728                     607,909
----------------------------------------------------------------------------------------
Thomas S. Hendricks                        $     984,000                     893,864
----------------------------------------------------------------------------------------
                                    Total  $   5,097,105                   4,237,852
----------------------------------------------------------------------------------------
</TABLE>

         ii.      Of the debentures owned by Mrs. Harvey, she is holding
                  Cdn$1,103,214 for Melvin Martin and disclaims any interest in
                  debentures in that amount and the underlying shares. Mrs.
                  Harvey assigned the Cdn$984,000 debenture to Mr. Hendricks on
                  August 11, 2000 in connection with the settlement agreement
                  described in (para). 1(b)(iii), below.

     b.  CARIBOU PROPERTY AGREEMENTS. Two agreements recorded in the records of
         Boulder County, Colorado, by which Calais has the right to redeem or
         reacquire certain of the Caribou properties from AEI and/or AAI. The
         two agreements, which each address different properties, are dated
         March 26, 1999 (the "1999 Agreement," finally signed by AAI on August
         9, 2000) and dated July 20, 2000 (the "2000 Agreement," finally signed
         by AAI on July 20, 2000). The properties addressed by the two
         agreements are referred to herein as the "1999 Properties" and the
         "2000 Properties," respectively. The 1999 Agreement and the 2000
         Agreement are attached as exhibits. As a result of the agreements and
         the transactions leading to the agreements:

         i.       AAI sold certain property it owned and used the proceeds from
                  the property sale to purchase the 1999 Properties (for
                  $500,000, pursuant to the exercise of an option). AAI deferred
                  recognition of any gain on that sale pursuant to Section 1031
                  under the Internal Revenue Code. At the time, Calais did not
                  have the funds necessary to exercise the option it had
                  obtained.

         ii.      On July 20, 2000 (after the date of the Hendricks Settlement
                  described below, and approximately the same date as the mutual
                  release (which was dated July 18, 2000 but apparently executed
                  in August 2000), but prior to the date that AAI signed the
                  1999 Agreement), Calais and AAI entered into the 2000
                  Agreement by which:

                                       2

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                  -        AAI purchased the 2000 Properties from Calais for
                           US$3,500,000, paying [US$1,200,000] cash and a
                           promissory note payable to Calais for [US$2,300,000],
                           which promissory note is secured by a deed of trust
                           against the 2000 Properties; and

                  -        AAI agreed to reconvey the 2000 Properties to Calais
                           for US$3,500,000 less the amount of the note and deed
                           of trust remaining on the 2000 Properties, with
                           Calais having such right for a ten year period from
                           the date (July 20, 2000) of the 2000 Agreement.

                  -        AAI has made no payments on the promissory note.

                  -        The 2000 Properties are recorded in the name of AAI
                           in the Boulder County, Colorado, records.

         iii.     Thomas S. Hendricks brought litigation against Mr. Harvey,
                  Calais, and others, which litigation was resolved in a mutual
                  release dated July 18, 2000 and apparently signed by facsimile
                  in August 2000. Prior to the mutual release, on June 8, 2000,
                  the parties executed a memorandum intended to "serve as a
                  final settlement agreement" among the parties (the "Hendricks
                  Settlement").

         iv.      It was and remains the intention of the parties to the
                  Hendricks Settlement, the 1999 Agreement, and the 2000
                  Agreement that the agreements be interpreted together as
                  reflective of a single agreement, although there are
                  inconsistencies in those agreements which are intended to be
                  addressed in this Agreement.

         v.       As a result of the 1999 Agreement, the 2000 Agreement, and the
                  Hendricks Settlement, the following circumstances exist and
                  transactions took place to the extent relevant to the Caribou
                  Property (including, without limitation, the 1999 Properties
                  and the 2000 Properties):

                  1.       Calais issued a debenture to AAI in the amount of
                           Cdn$747,728.47 to comply with (para) 3(a)(2) of the
                           Hendricks Settlement, and this debenture reflects the
                           total dollar amount that Calais must pay to AAI for
                           both satisfaction of the debenture and to obtain
                           reconveyance of the 1999 Properties and the 2000
                           Properties.

                  2.       Although the Hendricks Settlement states in (para)
                           3(a)(3) that Calais will have an unlimited amount of
                           time to exercise the option to reacquire the 1999
                           Properties and the 2000 Properties, the 1999
                           Agreement (signed by AAI on August 9, 2000) and the
                           2000 Agreement provided for a ten year right to
                           reacquire the 1999 Properties and the 2000
                           Properties, respectively.

                  3.       At the same time, Calais issued a debenture to Mrs.
                           Harvey including the principal amount of
                           Cdn$2,628,963 (US$1,753,464) to reflect amounts
                           advanced by Mr. and Mrs. Harvey.

    c.   NEVADA PROPERTY AGREEMENTS. In December 1994, Calais paid Mr. Harvey
         US$1,176,000 for an interest in various properties located in Nevada
         (the "Manhattan project") which consist of 28 patented mining claims
         and 147 unpatented mining claims.

                                       3

<PAGE>

         i.       Based on the preliminary research done to date, the Parties
                  agree that none of the claims are (or have been) owned by
                  Calais, that Mr. Harvey only had at the time limited interests
                  in the Manhattan project (none of which he has conveyed to
                  Calais), and the claims constituting the Manhattan project
                  appear to be owned of record by one or more of the following:

             1.   Argus Resources, Inc. ("Argus," a Nevada corporation has 8.2
                  million shares outstanding. 4.2 million or 52% of which is
                  owned by Moran Holdings a Nevada Corporation. Judy Harvey owns
                  approximately 50% of Moran. There are also 15 additional
                  shareholders in Moran, and all Moran shareholders are also
                  Calais shareholders.

             2.   Moran Holdings

             3.   Nevada Manhattan Mines, Inc. ("NMMI"),

             4.   White Cap Mines, Inc. ("WCM," a Nevada corporation owned by
                  Mr. Harvey who represents to Calais that he owns 100% of the
                  outstanding WCM stock), and 5. Anthony Selig (of Las Vegas,
                  Nevada) and various entities owned by Mr. Selig.

         ii.      Calais entered into an agreement and settlement dated
                  September 7, 2000 with NMMI, among others (the "NMMI
                  Settlement") to settle litigation and to purchase its interest
                  in the property. Calais made four annual payments of US$75,000
                  to comply with its obligations under the agreement with NMMI.
                  Mr. Harvey represents to Calais that he has no affiliation
                  with and no control over NMMI. NMMI has not completed the
                  conveyance to Calais of any interest in the property described
                  in the NMMI Settlement.

         iii.     There are several agreements to which some of NMMI, Calais,
                  Argus, Mr. Harvey and Mr. Selig are parties (commencing in
                  April 1982) which establish various rights, and then form and
                  then amend a joint venture for a portion of the claims.

         iv.      Based on the information from the Parties and the record, it
                  appears (and none of the Parties has any information to the
                  contrary) that the record ownership of the various properties
                  is as follows:

             1.   28 patented mining claims and approximately 12 unpatented
                  mining claims appear to be owned by Argus.

             2.   17 owned by Argus as to a 60% undivided interest, and by NMMI
                  as to a 40% undivided interest, which NMMI interest is subject
                  to the NMMI Settlement.

             3.   42 unpatented mining claims appear to be owned by WCM.

             4.   55 unpatented mining claims appear to be owned by Mr. Selig or
                  entities associated with Mr. Selig and as to which WCM claims
                  an interest.

             5.   20 additional claims which are included within the Manhattan
                  project but which are in the names of vendees of Anthony
                  Selig.

    d.   CALAIS STOCK OWNERSHIP. The Harvey Parties individually and
         collectively are beneficial owners of a significant amount of common
         stock of Calais (as the term "beneficial

                                       4

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         ownership is defined in SEC Rule 13d-3) including (to the best of the
         Parties' knowledge at the present time) 5,192,488 shares consisting of
         the following:

         i.       1,766,000 shares of common stock, to be verified with SEDAR.

         ii.      Options to acquire 82,500 shares of Calais common stock,
                  exercisable through November 15, 2004 at Cdn$1.26 per share;
                  and

         iii.     3,343,988 shares underlying convertible debentures described
                  above, each of which can be convertible into common stock at
                  the conversion price of Cdn$1.23 through May 11, 2011.

         2.       INTENT TO RESOLVE ALL DISPUTES. The relationships described
above have led to disputes and disagreements with respect to property ownership,
payments of money owed, value of consideration received, stock ownership and
reporting, obligations of the Parties, and other issues, disputes and
disagreements that the Parties desire to resolve pursuant to this Agreement (all
of which are included within the term "Disputes" as that term is defined in
Recital C, above, and used in this Agreement). In order to accomplish such
settlement, the Parties agree to the following points, each of which is intended
to interpret the underlying rights and obligations of the Parties to be
consistent with the following, whether or not the agreements originally
establishing the rights and obligations are consistent with the following (which
agreements are hereby automatically and without further action of the Parties
amended effective upon the signature to this Agreement to reflect the
following):

    a.   RESOLUTION OF CARIBOU PROPERTY ISSUES.

         i.       Calais may repurchase the 1999 Properties and the 2000
                  Properties from AAI by paying to AAI the principal amount of
                  the debenture AAI currently holds as described above in (para)
                  1(b)(v)(1), which payment will result in the cancellation of
                  the debenture and will require the reconveyance of the 1999
                  Properties and 2000 Properties to Calais. The Harvey Parties
                  holding the debentures retain the right to convert the
                  debenture to shares within 30 days of notice from Calais to
                  eliminate the debt.

         ii.      Calais may exercise its right to complete that purchase at any
                  time through August 31, 2011. At the time that Calais
                  exercises its rights to complete the purchase of either the
                  1999 Properties and the 2000 Properties, AAI will give to
                  Calais a general warranty deed for the property being
                  purchased transferring such property to Calais free and clear
                  of any claims of others, except those created by Calais.

         iii.     During the period through August 31, 2011, Calais and its
                  servants, agents, employees, officers, directors, and
                  contractors:

             1.   May enter in, under, and upon the 1999 Properties and the 2000
                  Properties;

             2.   Have quiet possession of the 1999 Properties and the 2000
                  Properties;

             3.   Do such prospecting, exploration, development, and/or other
                  mining work thereon and thereunder as Calais, in its sole
                  discretion, may determine advisable;

                                       5

<PAGE>

             4.   Bring upon and erect upon the 1999 Properties and the 2000
                  Properties buildings, plants, machinery and equipment as
                  Calais may deem advisable;

             5.   Remove from the Property and for Calais' own account dispose
                  of ores, minerals, and metals without accounting to any of the
                  Harvey Parties (including, without limitation, AAI) for the
                  value of, or costs associated with, such ores, minerals and
                  metals;

             6.   May in its sole discretion obtain loans for the exploration,
                  development, or mining of either or both of the 1999
                  Properties and the 2000 Properties or other property owned by
                  Calais in the Caribou district, and secure such loan by a
                  mortgage or deed of trust encumbering the 1999 Properties
                  and/or the 2000 Properties;

             7.   Shall maintain adequate liability and other appropriate
                  insurance with respect to the 1999 Properties and the 2000
                  Properties and Calais' other properties within the Caribou
                  mining district and Calais' operations and activities thereon
                  (whether Calais directly performs such activities or does so
                  through independent contractors or others);

             8.   Shall maintain in good standing the 1999 Properties and the
                  2000 Properties by the doing and filing of assessment work or
                  the making of payments in lieu thereof, by the payment of
                  property taxes and rentals, and the performance of all other
                  actions which may be necessary in that regard and in order to
                  keep the 1999 Properties and the 2000 Properties free and
                  clear of all liens and other charges arising from Calais'
                  activities thereon (except those permitted by (para)
                  2(a)(iv)(6) above or those at the time contested by Calais in
                  good faith); and

             9.   Shall do all work in the 1999 Properties and the 2000
                  Properties in a good and minerlike fashion and in accordance
                  with all applicable laws, regulations, orders, and ordinances
                  of any governmental authority.

         iv.      During the period through August 31, 2011, neither Calais nor
                  Aardvark [AEI or AAI?] may transfer, convey, or assign, an
                  interest in either the 1999 Properties or the 2000 Properties
                  (except as permitted by (para) 2(a)(iv)(6) above).

         v.       After August 31, 2011, if Calais has not repurchased either
                  the 1999 Properties and the 2000 Properties from AAI, AAI
                  agrees to extend the repurchase right for an additional ten
                  more years. If Calais elects to take this ten year extension,
                  it also extends the convertibility of the debenture in (para)
                  2(a)(i).

         vi.      At Calais' request, AAI will execute and deliver for recording
                  in Boulder county, Colorado, a document as may be recommended
                  by counsel to Calais that sets forth the foregoing provisions
                  which will supersede the previously recorded documents
                  providing notice of the previous understanding between the
                  parties.

    b.   NEVADA PROPERTIES.

         i.       At the time of execution of this document, Argus Resources,
                  Marlowe Harvey, Moran, and White Caps will convey all of their
                  interests, including the 24.5% owned, held, or assigned to by
                  and for Argus, in the Manhattan project including previously
                  identified claims (para) 1(c)(i)(ii)(iii)(iv), without
                  limitation, including

                                       6

<PAGE>

                  entire right, title, and interest in and to any claims,
                  leases, or other property constituting the Manhattan project.

         ii.      It is recognized that Marlowe will need to get shareholder
                  approval from Argus to execute the Argus portion of the
                  agreements in (para) 2(b)(i) above.

         iii.     On or before December 31, 2005, Mr. Harvey will convey, help
                  to convey, or cause others to convey the Manhattan project to
                  Calais so that Calais will receive title to the entire right,
                  title, and interest in and to any claims, leases, or other
                  property constituting the Manhattan project (including,
                  without limitation, title to the claims that are currently in
                  the name of Argus, Anthony Selig or his affiliates, NMMI, WCM,
                  AAI, AEI, or Mr. and Mrs. Harvey) which, in the reasonable
                  opinion of counsel to Calais, is marketable and which is
                  subject to no liens, obligations, or other encumbrances except
                  those acceptable to Calais in its sole discretion ("marketable
                  title").

         iv.      In exchange for marketable title as described in the preceding
                  paragraph 2(b)(i) and paragraph 2(b)(ii), Calais will issue to
                  Argus 250,000 shares of Calais common stock (subject to the
                  establishment of an exemption from the registration
                  requirements of Canadian and US federal, provincial, and state
                  laws).

         v.       Upon receipt of marketable title to the Manhattan project (and
                  subject to the possibility that Calais may be prevented from
                  completing any of the following activities within the time
                  limits set forth by strikes, labor shortages, inability to
                  comply with administrative or other regulatory or
                  environmental requirements notwithstanding exerting reasonable
                  efforts to do so, and other acts of God ("force majeure") (in
                  which case the times periods set forth will each be extended
                  by the amount of the time Calais was delayed by the force
                  majeure event):

             1.   Calais will drill not less than 15,000 feet of exploration
                  drilling within the two years following receipt of marketable
                  title and,

             2.   if (following the completion of the work described in (para)
                  2(b)(v)(1)) Calais determines in its sole discretion that
                  further work is warranted, Calais will drill at least an
                  additional 50,000 feet in the following five years (a total of
                  seven years after receipt of marketable title), and

             3.   if (following the completion of the work described in (paras)
                  2(b)(v)(1) and (2)) Calais determines in its sole discretion
                  that further work is warranted, Calais will develop a
                  feasibility study for the exploration, development, or mining
                  of the Manhattan project by the end of the tenth year after
                  receipt of marketable title, and

             4.   if (following the completion of the work described in (paras)
                  2(b)(v)(1), (2) and (3)) Calais determines in its sole
                  discretion that further work is warranted, Calais will have a
                  plan for production from the Manhattan project by the end of
                  the twelfth year following receipt of marketable title.

                                       7

<PAGE>

         vi.      If, after each stage of the above, and following receipt of
                  marketable title, subject to extension as a result of force
                  majeure) Calais has failed to move forward to the next stage
                  as required in (para) 2(b)(v)(4) above, after notice from Mr.
                  Harvey identifying such failure and a 60 day opportunity to
                  cure such default by presenting such plan, Calais will assign
                  the original 24.5% Argus interest in the Manhattan project to
                  Argus or at their direction.

         vii.     Calais will issue to Argus 2,500,000 shares of Calais common
                  stock (or, if greater, a number of shares then equal to 5% of
                  the total number of shares of Calais common stock then
                  outstanding on a fully-diluted basis, subject to the
                  establishment of an exemption from the registration
                  requirements of Canadian and US federal, provincial, and state
                  laws) if Calais identifies gold or gold equivalent within the
                  Manhattan project equal to 2,000,000 ounces of Indicated
                  Mineral Resources or Inferred or Indicated Mineral Reserves as
                  determined by a Qualified Person retained by Calais as those
                  terms are defined in the CIM Standards on Mineral Resources
                  and Reserves (approved August 20, 2000) or any modification,
                  amendment, or replacement thereto issued by the Canadian
                  Institute of Mining, Metallurgy and Petroleum.

         viii.    If Calais has determined to place the Manhattan project into
                  production before identifying 2,000,000 ounces of Indicated
                  Mineral Resources or Inferred or Indicated Mineral Reserves as
                  described in the preceding (para) 2(b)(iv), it will issue a
                  reduced number of shares of its common stock to Argus based on
                  the proportion of Indicated Mineral Resources and Inferred and
                  Indicated Mineral Reserves actually identified bears to
                  2,000,000. For example, if Calais has identified only
                  1,500,000 ounces at the time it places the Manhattan project
                  into production it will issue to Argus 75% of the 2,500,000
                  shares (in all cases, subject to compliance with Canadian and
                  US federal, provincial, and state laws).

    c.   STOCK OWNERSHIP AND REPORTING.

         i.       Not later than April 30, 2004, the Harvey Parties will comply,
                  and thereafter will continue to comply, with their obligations
                  to report their stock ownership and transactions to US federal
                  and British Columbia provincial authorities in compliance with
                  the requirements established by such authorities including,
                  but not limited to, obligations to report trades of securities
                  of Calais, early warning reporting, control person and take
                  over bid provisions contained in applicable securities laws
                  and the rules, regulations and policies made thereto.
                  Thereafter, the Harvey Parties will comply with their
                  reporting obligations, limitations and disclosure provisions
                  as may be required by applicable law in Canada or the United
                  States. The Harvey Parties will also report all stock
                  transactions since the time Calais stock CAAUF started trading
                  on the OTCBB.

         ii.      Assuming that (and only after) the Harvey Parties comply with
                  the reporting obligations set forth in (para) 2(c)(i) above,
                  Calais will cooperate with the Harvey

                                       8

<PAGE>

                  Parties in making sales of common stock of Calais they may
                  beneficially own provided all such sales are in compliance
                  with applicable law in the United States and Canada without
                  any requirement for registration of Calais as an underwriter
                  pursuant to such law and (for the purposes of United States
                  law) pursuant to a plan that qualifies under SEC Rule 10b5-1.

             1.   All such sales are in compliance with applicable law in the
                  United States and Canada without any requirement for
                  registration of Calais as an underwriter pursuant to such law
                  and (for the purposes of United States law) pursuant to a plan
                  that qualifies under SEC Rule 10b5-1; and

             2.   To the extent that Thomas S. Hendricks, Matthew C. Witt, or
                  members of the board of directors generally (collectively the
                  "Calais Parties") agree to limit the number of shares that
                  they can sell in any defined period, the Harvey Parties will
                  be collectively subject to the same limitation as the total
                  limitation of the Calais Parties.

         iii.     If any or all of Thomas S. Hendricks, Matthew C. Witt, or
                  members of the board of directors generally (collectively the
                  "Calais Parties") have agreed to limit the number of shares of
                  Calais that they can sell in any defined period, then Harvey
                  Parties will, collectively, be subject to the same limitation
                  as the total limitation of the Calais Parties and the Harvey
                  Parties will enter into an agreement similar to any agreement
                  entered into by the Calais Parties to that effect.

         iv.      If and for so long as Thomas S. Hendricks and Matthew C. Witt
                  remain executive officers of Calais, the Harvey Parties will
                  cast their votes at any meeting of shareholders of Calais in
                  favor of management's nominees for election as directors of
                  Calais and in favor of any other resolution proposed by
                  management of Calais as set forth in any proxy statement sent
                  to the shareholders for such meeting and the Harvey Parties
                  will, at the request of the Calais, deliver to Calais a proxy,
                  in the form and substance required by Calais and which shall
                  be irrevocable to the fullest extent permitted by law, with
                  respect to the shares referred to above.

         v.       Mr. Harvey will (not later than the fifteenth day after his
                  execution of this Agreement) execute and return to Calais an
                  option agreement in the form of Exhibit "A" to this Agreement
                  to reflect the options he owns to purchase 82,500 shares of
                  Calais common stock described in more detail in (para)
                  1(d)(ii) above, which option agreement will define Mr.
                  Harvey's rights and Calais' responsibilities with respect to
                  such option.

    d.   DEBENTURES.

         i.       Subject to and following the Harvey Parties' compliance
                  with (paras) 2(c)(i), (ii) and (v) above, Calais agrees to
                  submit to the approval of its disinterested shareholders at
                  the next annual general meeting (unless prevented in doing so
                  by comments from or actions by the SEC or the BCSC after
                  having submitted a proxy statement

                                       9

<PAGE>

                  for review by such authorities in advance of mailing it to the
                  shareholders) a proposal by which Calais will reprice the
                  conversion price for the outstanding debentures from Cdn$1.23
                  to US$0.55 and calculated from the exchange rate on August 1,
                  2003. If the shareholders approve such repricing, Calais will
                  effectuate such repricing immediately. The Harvey Parties
                  understand that their compliance with (paras) 2(c)(i), (ii)
                  and (v) above is necessary for Calais to make proper
                  disclosure about the debentures and the repricing thereof to
                  the shareholders in the proxy statement or information
                  statement required to be delivered to the shareholders under
                  British Columbia and U.S. federal law.

         ii.      Thomas S. Hendricks will assign the debenture he holds for
                  Cdn$984,000 to Mr. Harvey, subject to compliance with
                  applicable law in Canada or the United States. By
                  participating in this Agreement, Mr. Hendricks acknowledges
                  that this Agreement and the resolution of the Disputes
                  accomplished herein, is of significant value to him and serves
                  as sufficient consideration for his agreement in this
                  paragraph to assign the debenture. Calais will also agree to
                  honor the August 21, 2001 Board Resolution in compensating, in
                  a like manner, to Tom Hendricks for the debenture surrender.

         iii.     Mrs. Harvey will assign to Mr. Melvin Martin all right, title
                  and interest in and to a debenture for a principal amount of
                  Cdn$1,103,214.

         iv.      Calais agrees to recognize the validity of the debentures held
                  by Mrs. Harvey or which Mr. Hendricks will assign to Mrs.
                  Harvey and the conversion privilege granted therein.

         v.       Thomas S. Hendricks will deliver the original certificates
                  representing the debentures, with any other documentation
                  reasonably requested or required by Calais to effect the
                  repricing and/or assignments contemplated herein, against
                  delivery of replacement certificates representing the
                  repricing and/or assignments contemplated herein.

    e.   RETENTION OF MR. HARVEY. Calais agrees to retain Mr. Harvey as a
         consultant pursuant to a consulting agreement in the form of Exhibit
         "B."

    f.   ROYALTY BUYDOWN. Calais or interested parties could acquire up to 4% of
    applicable 5% NSR royalties to Marlowe Harvey or assignee as recorded in the
    Nevada property agreements for $3,000,000 per 1%.

    3.       REPRESENTATIONS AND WARRANTIES.

    a.   CALAIS. Calais represents and warrants to each of the Harvey Parties
         (understanding that each of the Harvey Parties will be relying on the
         accuracy and completeness of the representations and warranties in
         their determination to enter into this Agreement to resolve the
         Disputes as set forth herein):

                                       10

<PAGE>

         i.       Calais is a corporation in good standing in British Columbia
                  and is qualified to conduct business in the state of Colorado.

         ii.      The persons executing this Agreement on behalf of Calais are
                  its president. Calais has authorized its president to sign
                  this Agreement on its behalf, and has further authorized such
                  officers to deliver this Agreement to each of the Harvey
                  Parties and intends to be bound by this Agreement in
                  accordance with its terms.

         iii.     To the extent that Calais has stated any fact in this
                  Agreement, Calais (acting through and based on the knowledge
                  of its president) believes such fact to be true and correct in
                  all material respects.

    b.   THE HARVEY PARTIES. Each of the Harvey Parties represents and warrants
         to Calais (understanding that Calais will be relying on the accuracy
         and completeness of the representations and warranties in its
         determination to enter into this Agreement to resolve the Disputes as
         set forth herein):

         i.       Each of the Harvey Parties that is a corporation, is a
                  corporation in good standing under the laws of its
                  jurisdiction of organization and is qualified to conduct
                  business in the states or provinces where the conduct of its
                  business so requires.

         ii.      The persons executing this Agreement on behalf of each of the
                  Harvey Parties that is a corporation are its duly constituted
                  officers as named on the signature page hereof. Each of the
                  Harvey Parties that is a corporation has authorized such
                  officers to sign this Agreement on its behalf, and has further
                  authorized such officers to deliver this Agreement to Calais
                  and intends to be bound by this Agreement in accordance with
                  its terms.

         iii.     To the extent that this Agreement states or sets out any
                  matters of fact with respect to the rights, interests, claims
                  or obligations of the Harvey Parties, such statements of fact
                  are true and correct in all material respects and any such
                  statements of fact do not omit to state a fact that ought
                  reasonably to be stated or that is necessary to make the
                  statement not misleading in light of the circumstances in
                  which it was made.

                  4.       MUTUAL RELEASES.

    a.   CALAIS RELEASE.

         i.       Upon its receipt of a fully executed and notarized copy of
                  this Agreement, Calais, for itself, its administrators,
                  officers, directors, shareholders, agents, representatives,
                  successors, and assigns, family members and related entities
                  (the "Calais Releasors"), shall and hereby does release,
                  acquit, and forever discharge the Harvey Parties and each of
                  them, their affiliates, heirs, successors, officers,
                  directors, shareholders, and assigns, family members and
                  related entities (the "Harvey Releasees"), of and from any and
                  all obligations or liability which he now has, has had, or may
                  have, and from all claims, demands, liens, actions,

                                       11

<PAGE>

                  administrative proceedings, and causes of action, and from all
                  damages, injuries, losses, contributions, indemnities,
                  compensation, costs, attorney's fees and expenses of every
                  kind and nature whatsoever, whether known or unknown, fixed or
                  contingent, whether in law or in equity, whether asserted or
                  unasserted, whether sounding in tort or in contract, from the
                  beginning of the world to the date of this Agreement, related
                  to, arising from, or which may in the future arise from, the
                  Disputes, except for obligations or liability, or all claims,
                  demands, liens, actions, administrative proceedings or causes
                  of action contained in, created by or arising from this
                  Agreement.

         ii.      Calais, on behalf of itself and the other Calais Releasors
                  agrees not to initiate or maintain any claim, suit or cause of
                  action, of any kind whatsoever, in or by way of any legal
                  proceedings or otherwise, against any of the Harvey Releasees
                  based on any obligation or liability arising directly or
                  indirectly out of, or relating in any way to the subject
                  matter of any matter released hereunder pursuant to the
                  preceding paragraph 4(a)(i).

    b.   HARVEY PARTIES' RELEASE.

         i.       Upon their receipt of a fully executed and notarized copy of
                  this Agreement, each of the Harvey Parties, for himself,
                  herself, or itself, his or her heirs, for his or her or its
                  administrators, agents, officers, directors, shareholders,
                  representatives, successors, and assigns, family members and
                  related entities (the "Harvey Releasors"), shall and hereby
                  does release, acquit, and forever discharge Calais, together
                  with its affiliates, managers, members, creditors, officers,
                  directors, shareholders, administrators, and agents, and its
                  and their respective representatives, successors and assigns,
                  family members and related entities (the "Calais Releasees"),
                  of and from any and all obligations or liability which it now
                  has, has had, or may have, and from all claims, demands,
                  liens, actions, administrative proceedings, and causes of
                  action, and from all damages, injuries, losses, contributions,
                  indemnities, compensation, costs, attorney's fees and expenses
                  of every kind and nature whatsoever, whether known or unknown,
                  fixed or contingent, whether in law or in equity, whether
                  asserted or unasserted, whether sounding in tort or in
                  contract, from the beginning of the world to the date of this
                  Agreement, related to, arising from, or which may in the
                  future arise from, the Disputes, except for obligations or
                  liability, or all claims, demands, liens, actions,
                  administrative proceedings or causes of action contained in,
                  created by or arising from this Agreement.

         ii.      Mr. Harvey, on behalf of himself and the other Harvey
                  Releasors agree not to initiate or maintain any claim, suit or
                  cause of action, of any kind whatsoever, in or by way of any
                  legal proceedings or otherwise, against any of the Calais
                  Releasees based on any obligation or liability arising
                  directly or indirectly out of, or relating in any way to the
                  subject matter of any matter released hereunder pursuant to
                  the preceding paragraph 4(b)(i), except for matters contained
                  in this agreement, such as repricing of debenture.

                                       12

<PAGE>

    c.   The Parties warrant and represent to each other that they have had the
         opportunity to be represented by legal counsel regarding this Agreement
         and freely and voluntarily entered into this Agreement upon the advice
         of such counsel as deemed by such Party to be necessary or appropriate.

         5.       NO ADMISSION OF LIABILITY. This Agreement, and compliance with
or performance of any obligations imposed by this Agreement, shall not be
construed as an admission of liability on the part of the Parties, such
liability being hereby expressly denied. The Parties' intent in this Agreement
is to resolve the Disputes and avoid any further differences or conflicts. The
Parties hereby represent that they have neither filed nor caused to be filed any
pending charges, suits, claims, grievances or other action (hereinafter referred
to as "Claims") which in any way arise from or relate to the Disputes. Each
Party further represents to each other that such Party has not directly or
indirectly assigned any Claims or which are released hereby to any other person.

         6.       WAIVER. Each of the Parties recognizes that, by the releases
contained herein, they are releasing claims and other matters that may be
unknown at the present time, and claims and other matters which may arise in the
future from actions taken prior to the date hereof. Each of the Parties
affirmatively states that this accurately sets forth the intent of such Party
and waives any right he, she, or it may have to claim differently at any time in
the future.

         7.       DEFENSE. This Agreement and the releases contained herein, may
be pled as a full and complete defense, counterclaim or cross-claim to, and may
be used as a basis for an injunction against, any action, suit, or other
proceeding which may be instituted, prosecuted or attempted in breach of this
Agreement or the releases contained herein. In the event of any action by any
Party hereto to enforce this Agreement, the releases contained herein, or any
other agreement delivered pursuant hereto, the prevailing party shall be
entitled to recover reasonable attorneys' fees and costs.

         8.       COSTS AND EXPENSES. The Parties shall each be responsible to
pay their own attorneys' fees and other costs and expenses incurred in
connection with the negotiation and drafting of this Agreement. Each Party shall
release and forever hold the other harmless from any liability to their
attorneys for payment of such fees pursuant to any agreement or understanding
between each Party and their attorneys.

         9.       NO RELIANCE. The Parties warrant to each other that in
agreeing to the terms of this Agreement or any of the documents included as
exhibits hereto, they have not relied in any way upon any representations or
statements of any other Party regarding the subject matter hereof for the basis
or effect of this Agreement other than those representations or statements
contained herein. In entering into this Agreement and except as otherwise set
forth herein,

    a.   Each Party represents that in entering into this Agreement and
         completing the transactions hereunder, he, she, or it has done so after
         completing such investigation as he or it has determined to be
         necessary or appropriate in the circumstances, and after having
         consulted with and taken advice from such Party's legal, financial,
         tax, investment, and

                                       13

<PAGE>

         other advisors to the extent such Party has determined such
         consultation to be necessary or appropriate in the circumstances;

    b.   Each Party assumes the risk of any misrepresentation, concealment or
         mistake. If any Party should subsequently discover that any fact relied
         upon by it in entering into this Agreement was untrue, or that any fact
         was concealed from it, or that its understanding of the facts or of the
         law was incorrect, such Party shall not be entitled to any relief in
         connection therewith, including without limitation, any alleged right
         or claim to set aside or rescind this Agreement; and

    c.   This Agreement is intended to be, and is, final and binding among the
         Parties hereto, regardless of any claims or misrepresentation, promise
         made without the intention of performing, concealment of fact, mistake
         of fact or law, or any other circumstance whatsoever.

         10.      NO MISTAKE. In connection with this Agreement, the Parties
hereby acknowledge that they are aware that they may hereafter discover facts in
addition to or different from those which they now know or believe to be true
with respect to this Agreement (except as specifically set forth herein), but
that it is their intention hereby to fully, finally and forever settle and
release all matters, disputes and differences, known or unknown, suspected or
unsuspected, which now exist, which may exist, or which heretofore have existed
against any and all Parties under this Agreement.

         11.      ACCURACY OF FACTUAL STATEMENTS. Each of the Parties represents
to each of the other Parties that the factual statements contained herein are
true and correct to the best of such Party's knowledge, and no Party will take
any action or assert any position that places into question or disputes the
accuracy of any of the factual statements made herein.

         12.      GOVERNING LAW; JURISDICTION. This Agreement shall be governed
by the laws of Colorado except to the extent that the laws of Nevada govern
transactions and statements with respect to the Manhattan project or the laws of
British Columbia govern the validity of the outstanding shares of Calais common
stock and debentures. Each of the Parties consents to the jurisdiction of the
federal courts whose districts encompass any part of the City of Denver,
Colorado, or the state courts of the City and County of Denver, Colorado, in
connection with any dispute arising under this Agreement and hereby waives, to
the maximum extent permitted by law, any objection, including any objection
based on forum non coveniens, to the bringing of any such proceeding in such
jurisdictions. Each of the Parties agree that service in person or by certified
or registered U.S. Mail to their respective last known address shall constitute
valid in personam service upon such Party in any action or proceeding with
respect to any matter as to which such Party has submitted to jurisdiction
hereunder.

         13.      SEVERABILITY. If any part of this Agreement shall be
determined to be illegal, invalid or unenforceable, the remaining part shall not
be affected thereby, and the illegal, unenforceable or invalid parts shall be
deemed not to be a part of this Agreement. Each Party represents and warrants
that it has full capacity and authority to settle, compromise, and release its
claims and to enter into this Agreement and that no other person or entity has
acquired, or will

                                       14

<PAGE>

in the future acquire or have any right to assert, against any person or entity
released by this Agreement any portion of that Party's claims released herein.

         14.      INTEGRATED AGREEMENT. This Agreement constitutes a single
integrated contract expressing the entire agreement of the Parties with respect
to the subject matter hereof, compromising any and all rights and obligations of
the Parties, without exception, and supersedes all prior and contemporaneous
oral and written agreements and discussions with respect to the subject matter
hereof. This Agreement may be amended or modified only by an agreement in
writing signed by the Parties. The failure by a Party to declare a breach or
otherwise to assert its rights under this Agreement shall not be construed as a
waiver of any right the Party has under this Agreement.

         15.      CONFIDENTIALITY. The Parties agree that this Agreement, the
releases contained herein, and the agreements delivered pursuant hereto, shall
remain confidential between and among the Parties except as required to be
disclosed under applicable law, governmental regulation or pursuant to judicial
order or decree. If any inquiry is made of the Parties concerning this
Agreement, the Parties may only disclose that the disputes between and among
them have been resolved to the Parties' mutual satisfaction.

         16.      COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

         17.      AUTHORITY. Each person executing this Agreement on behalf of
an entity represents and warrants to each other Party that such person has
executed this Agreement with all appropriate corporate or other authority, and
that this Agreement is intended to be, and is, binding upon such entity in
accordance with its terms.

         18.      GOOD FAITH. Each of the Parties to this Agreement will work in
good faith to accomplish the purposes of this Agreement.

         19.      NOTICES. All written notices required by this Agreement or any
document delivered pursuant hereto or as contemplated herein, must be delivered
to the following addresses (or to such other address as may be specified by a
Party) by a means evidenced by a delivery receipt and will be effective upon
receipt.

<TABLE>
<CAPTION>
If to Calais                         If to Mr. Harvey or any of the Harvey Parties
----------------------------------------------------------------------------------
<S>                                  <C>
8400 East Crescent Parkway           47015 Extrom Road
#675                                 Chilliwack, B.C.  V2R-4V1
Greenwood Village, CO 80111          Canada
Attn: Matthew C. Witt, CFO
----------------------------------------------------------------------------------
</TABLE>

         20.      SURVIVAL. The Parties agree that the obligations,
representations and warranties contained herein shall indefinitely survive the
execution of this Agreement, the delivery of all documents hereunder, and the
completion of the transactions contemplated herein.

                                       15

<PAGE>

         21.      EXHIBITS. There are two exhibits attached to this Agreement,
as follows:

             a.   Exhibit A, option agreement to be executed by Calais and Mr.
                  Harvey pursuant to (para) 2(c)(vi) hereof; and

             b.   Exhibit B, consulting agreement to be executed by Calais and
                  Mr. Harvey pursuant to (para) 2(e) hereof.

             c.   Exhibit C, "1999 Property Agreement"

             d.   Exhibit D, "2000 Property Agreement"

         IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly
executed as of the date first mentioned above.

THE UNDERSIGNED HAVE CAREFULLY READ THE FOREGOING SETTLEMENT AGREEMENT AND
GENERAL RELEASE OF ALL CLAIMS, KNOW THE CONTENTS THEREOF, FULLY UNDERSTAND IT,
AND SIGN THE SAME AS HIS OR ITS OWN FREE ACT.

CAUTION! READ BEFORE SIGNING

Calais Resources, Inc.

BY: /s/ Thomas S. Hendricks
    ---------------------------
Thomas S. Hendricks, President

STATE OF COLORADO )
                  ) ss.
COUNTY OF BOULDER )

Subscribed, sworn to, and acknowledged before me by Thomas S. Hendricks, as
President for and on behalf of Calais Resources, Inc, on this 5th day of March
2004.

         Witness my hand and official seal.

         My commission expires: November 4, 2006

         /s/ Sara E. Manderfeld
         --------------------------------
                            Notary Public

                                       16

<PAGE>

THE UNDERSIGNED HAVE CAREFULLY READ THE FOREGOING SETTLEMENT AGREEMENT AND
GENERAL RELEASE OF ALL CLAIMS, KNOW THE CONTENTS THEREOF, FULLY UNDERSTAND IT,
AND SIGN THE SAME AS HIS OR ITS OWN FREE ACT.

CAUTION! READ BEFORE SIGNING

/s/ Thomas S. Hendricks
-------------------------------------
Thomas S. Hendricks, individually, solely for the purposes of his agreement in
(para) 2(d)(ii)

STATE OF COLORADO )
                  ) ss.
COUNTY OF BOULDER )

Subscribed, sworn to, and acknowledged before me by Thomas S. Hendricks,
individually, on this 5th day of March 2004.

         Witness my hand and official seal.
         My commission expires:  November 4, 2006

         /s/ Sara E. Manderfeld
         --------------------------------
                            Notary Public

                                       17
<PAGE>

CAUTION! READ BEFORE SIGNING

/s/ Marlowe Harvey
-----------------------------------------
Marlowe Harvey, individually

/s/ Judy Harvey
-----------------------------------------
Judy Harvey, individually

PROVINCE OF BC                      )
                                    ) ss.
CITY OF CHILLIWACK                  )

Subscribed, sworn to, and acknowledged before me by Marlowe Harvey and Judy
Harvey, individually, on this 9th day of March 2004.

         Witness my hand and official seal.

         My commission expires:  "Permanent Commission"

         /s/ R. Dean Simpson
         ----------------------------------------------
                  Notary Public

                                       18
<PAGE>

THE UNDERSIGNED HAVE CAREFULLY READ THE FOREGOING SETTLEMENT AGREEMENT AND
GENERAL RELEASE OF ALL CLAIMS, KNOW THE CONTENTS THEREOF, FULLY UNDERSTAND IT,
AND SIGN THE SAME AS HIS OR ITS OWN FREE ACT.

CAUTION! READ BEFORE SIGNING

Argus Resources, Inc.

BY:   /s/  Marlowe Harvey
      -----------------------------------------
Name: Marlowe Harvey
President

BY:   /s/  Marlowe Harvey
      -----------------------------------------
Name: Marlowe Harvey
Secretary

PROVINCE OF BC                      )
                                    ) ss.
CITY OF CHILLIWACK                  )

Subscribed, sworn to, and acknowledged before me by Marlowe Harvey, as
President, and Marlowe Harvey, as Secretary, for and on behalf of Argus
Resources, Inc, on this 9th day of March 2004.

         Witness my hand and official seal.

         My commission expires:  "Permanent Commission"

         /s/ R. Dean Simpson
         ----------------------------------------------
                  Notary Public

                                       19
<PAGE>

THE UNDERSIGNED HAVE CAREFULLY READ THE FOREGOING SETTLEMENT AGREEMENT AND
GENERAL RELEASE OF ALL CLAIMS, KNOW THE CONTENTS THEREOF, FULLY UNDERSTAND IT,
AND SIGN THE SAME AS HIS OR ITS OWN FREE ACT.

CAUTION! READ BEFORE SIGNING

Aardvark Agencies, Inc.

BY:   /s/ Judy Harvey
      -----------------------------------------
Name: Judy Harvey
President

BY:   /s/ Judy Harvey
      -----------------------------------------
Name: Judy Harvey
Secretary

PROVINCE OF BC                      )
                                    ) ss.
CITY OF CHILLIWACK                  )

Subscribed, sworn to, and acknowledged before me by Judy Harvey, as President,
and Judy Harvey, as Secretary, for and on behalf of Aardvark Agencies, Inc, on
this 9th day of March 2004.

         Witness my hand and official seal.

         My commission expires:  "Permanent Commission"

         /s/ R. Dean Simpson
         ----------------------------------------------
                  Notary Public

                                       20
<PAGE>

THE UNDERSIGNED HAVE CAREFULLY READ THE FOREGOING SETTLEMENT AGREEMENT AND
GENERAL RELEASE OF ALL CLAIMS, KNOW THE CONTENTS THEREOF, FULLY UNDERSTAND IT,
AND SIGN THE SAME AS HIS OR ITS OWN FREE ACT.

CAUTION! READ BEFORE SIGNING

Aardvark Enterprises, Inc.

BY:   /s/ Judy Harvey
      -----------------------------------------
Name: Judy Harvey
President

BY:   /s/ Judy Harvey
      -----------------------------------------
Name: Judy Harvey
Secretary

PROVINCE OF BC                      )
                                    ) ss.
CITY OF CHILLIWACK                  )

Subscribed, sworn to, and acknowledged before me by Judy Harvey, as President,
and Judy Harvey, as Secretary, for and on behalf of Aardvark Enterprises, Inc,
on this 9th day of March 2004.

         Witness my hand and official seal.

         My commission expires:  "Permanent Commission"

         /s/ R. Dean Simpson
         ----------------------------------------------
                  Notary Public

                                       21