Exhibit K












                          PURCHASE AND SALE AGREEMENT

                                    BETWEEN

                          H. B. LAYNE CONTRACTOR, INC.

                                      AND

                             BARRICK BULLFROG INC.



                                July 20th, 2001






























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                          PURCHASE AND SALE AGREEMENT

       This  Purchase  and  Sale Agreement is entered into to be effective as of
July  2001,  by and between H. B. Layne Contractor, Inc., an Indiana corporation
("Seller"), and Barrick Bullfrog Inc., a Delaware corporation ("Buyer").

                                    RECITALS

       A.  Seller  owns  or controls certain unpatented mining claims located in
Nye  County,  Nevada  (the  "Properties").  The Properties are more particularly
described  in  Exhibit  A.  The Properties are presently leased and subleased by
Seller  to Buyer pursuant to that certain Lease Agreement dated February 5, 1987
between  Seller and St. Joe Gold Corporation, predecessor to Buyer (the "Lease")
which is also more particularly described in Exhibit A.

       B.  Buyer  operates  the  Bullfrog  Mine in Nye County, Nevada and is the
lessee  under  the  Lease. Buyer has paid to Seller royalties and other payments
pursuant  to  the  Lease.  Buyer  and  Seller  have a present disagreement about
whether  the  royalties payable by Buyer (as lessee) to Seller (as lessor) under
the Lease have been properly paid.

       C.  Seller  desires  to  sell to Buyer and Buyer desires to purchase from
Seller  all  of  Seller's  interest  in the Properties and the Lease and certain
related  assets.  Seller and Buyer also desire to resolve any disagreements they
may  have  with  respect  to  royalty  or other payments due to Seller under the
Lease.

                                   AGREEMENT

       For good and valuable consideration, the receipt and sufficiency of which
are acknowledged by the Parties, Seller and Buyer agree as follows:

1.0       DEFINITIONS

      1.1  "Adverse Consequences" means all losses, liabilities, actions, suits,
proceedings,  hearings,  investigations,  charges,  complaints, claims, demands,
injunctions,  judgments,  orders,  decrees,  rulings,  damages, dues, penalties,
fines,  costs, reasonable amounts paid in settlement, obligations, taxes, liens,
expenses,  and  fees,  including  court costs and reasonable attorneys' fees and
expenses.

      1.2  "Agreement"  means this Purchase and Sale Agreement together with all
its Exhibits.

      1.3  "Assumed  Liabilities"  means  any  claim,  action or cause of action
arising  out  of mining and processing operations conducted on the Properties by
Buyer,  its  predecessors, or its affiliates whether before or after the Closing
Date  including  any liability (including without limitation potential liability
for investigatory costs, cleanup costs, governmental response costs,

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natural  resources  damages, or penalties) arising out of, based on or resulting
from any violation, or alleged violation, of state or federal environmental laws
or regulations. Assumed Liabilities shall not include any Excluded Liabilities.

      1.4  "Assets"  means  the Properties, the Lease and all of Seller's right,
title   and  interest  in  and  to  the  Revert  Agreements  and  any  fixtures,
improvements  and other tangible or intangible real or personal property related
to  the  Properties,  the  Lease  and  the  Revert Agreements, including without
limitation  all  of  Seller's  right,  title and interest in and to all permits,
rights  of  way,  easements,  water  rights,  surface  use  agreements and other
contracts  related  to  the Properties, all choses, rights, actions or causes of
action  in  any  way  affecting  or relating to the Properties, the Lease or the
Revert  Agreements,  and  all  of  the  improvements,  buildings, structures and
fixtures  located  thereon,  or  used for the benefit of the Properties together
with  any  water  rights, including any certificates, applications and interests
relating  to  such  water rights, and any wells, ditches or flumes located on or
appurtenant to the Properties.

      1.5 "Buyer" has the meaning given in the preface.

      1.6  "Closing"  means  the closing to be conducted as described in Section
2.2 of this Agreement.

      1.7  "Closing Date" means the date on which the Closing occurs as provided
in Section 2.2 of this Agreement.

      1.8  "Conveyance"  means a Deed, Assignment and Bill of Sale substantially
in the form attached to this Agreement as Exhibit B to be executed and delivered
by Seller at the Closing.

      1.9 "Disputed Claims" means any and all claims, actions, causes of action,
demands  and disputes between the Parties whether or not presently asserted with
respect  to the Properties, the Lease or the other Assets and (a) the allegation
of  Seller  that  Buyer and its predecessors have not fully and properly paid to
Seller  all  royalties or other payments due under the Lease including any claim
for  additional  royalties  with respect to lands in Section 10, T. 12 S., R. 15
E., MDM and (b) the allegation of Buyer that it has overpaid Seller royalties on
lands  in  Section  10,  T.  12 S., R. 15 E., MDM. The Disputed Claims shall not
include  any  claims, actions, causes of action, demands and disputes that might
arise  in  the  future  as  a  result  of  a  breach,  or alleged breach, of any
representation  or  warranty made by a Party in this Agreement, the failure of a
Party  to perform an obligation arising under this Agreement or any other matter
not included in the Disputed Claims.

      1.10  "Excluded  Liabilities"  means  any  and  all  liabilities of Seller
arising  out  of  contractual  relationships  of  Seller  with  respect  to  the
Properties  or  the Lease or the Revert Agreements (including any attorneys' fee
agreements,  consulting  agreements,  employment  agreements  or  contingent fee
agreements)  or  with  respect  to claims against or litigation involving Seller
with  respect  to  the  Properties  or  the  Lease, including any claim by third
parties  for  royalties  paid  to  Seller  under  the  Lease,  any  claim by any
governmental  agencies  with  respect  to  state,  federal or local taxes or net
profits  or  proceeds  taxes  owed with respect to any rental, royalty, bonus or
other payment made by Buyer or its predecessors to Seller or its predecessors,



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and  any  claim for sales or use taxes, federal excise taxes, transfer, transfer
gain, documentation, gross receipts, value added and other taxes and charges, as
well  as  all associated interest and penalties payable with respect to the sale
or transfer of the Assets from Seller to Buyer pursuant to this Agreement.

      1.11 "Lease" has the meaning given in Recital A.

      1.12  "Lien" means, with respect to any of the Assets, any mortgage, title
defect,   lien,   lease,   pledge,  charge,  security  interest,  hypothecation,
restriction,  judgment,  lien  for taxes or governmental assessments, charges or
claims  (including  income  taxes of the Seller or federal, state or local taxes
associated  with  royalties paid to Seller from the Properties, the Lease or the
Revert Agreements).

      1.13 "Party" means Buyer or Seller and "Parties" means Buyer and Seller.

      1.14 "Properties" has the meaning given in Recital A.

      1.15  "Purchase  Price" means the sum of US$350,000 to be paid by Buyer to
Seller at the Closing.

      1.16  "Revert  Agreements"  means  that certain Mining Lease and Option to
Purchase  Agreement  dated  August  3,  1978 between Robert A. Revert and Claron
Burnett and Kelly Minerals, Inc. and that certain Assignment of Mining Lease and
Option  to  Purchase  Agreement  dated November 29, 1978 between Kelly Minerals,
Inc. and H. B. Layne Contractor, Inc.

      1.17 "Seller" has the meaning given in the preface.

2.0      BASIC TRANSACTION.

      2.1  Purchase  and  Sale  of  Assets.  On  and  subject  to  the terms and
conditions  of  this  Agreement,  at  the  Closing, Buyer agrees to purchase the
Assets  from Seller, and Seller agrees to sell, transfer, convey and deliver the
Assets to Buyer, for the Purchase Price.

      2.2  The Closing. The Closing shall take place by exchange of documents by
mail  or commercial courier, commencing on July 20 2001. The Closing shall occur
in the following order:

            (a)  Seller  will  deliver  to the Buyer (i) a certificate of a duly
      authorized  officer of Seller confirming that, as at the Closing Date, all
      of  the  representations  and  warranties  of  Seller  contained  in  this
      Agreement  are  true,  complete  and correct, as if made on such date, and
      that Seller has performed or complied with all of the terms, covenants and
      conditions of this Agreement to be performed or complied with by Seller at
      or  prior to the Closing, and (ii) an opinion of Seller's legal counsel in
      form  reasonably  satisfactory  to  Buyer's  legal  counsel that as of the
      Closing  Date  the  representations  and warranties in Subsections 4.1(a),
      (b), (c), and (d) are true and correct.

            (b)  Buyer  will  deliver  to  Seller  (i)  a  certificate of a duly
      authorized  officer  of Buyer confirming that, as at the Closing Date, all
      of the representations and warranties of Seller


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      contained  herein are true, complete and correct, as if made on such date,
      and  that Buyer has performed or complied with all of the terms, covenants
      and conditions of this Agreement to be performed or complied with by Buyer
      at  or  prior to the Closing, and (ii) an opinion of Buyer's legal counsel
      in  form  reasonably satisfactory to Seller's legal counsel that as of the
      Closing  Date  the  representations  and warranties in Subsections 4.2(a),
      (b), and (c) are true and correct.

            (c)  Seller  will  execute,  acknowledge  and  deliver  to Buyer the
      Conveyance  and  such other instruments of sale, transfer, conveyance, and
      assignment as the Buyer may request; and

            (d) Buyer will deliver to Seller the Purchase Price.

      2.3  Allocation.  The Parties agree to allocate the Purchase Price equally
among all of the Properties for all purposes (including financial accounting and
tax purposes).

      2.4  Assumption  of  Liabilities.  In  addition to payment of the Purchase
Price,  from  and  after  the  Closing,  Buyer  shall  assume  and agree to pay,
discharge  and  perform  when due the Assumed Liabilities. Buyer will not assume
nor have any responsibility with respect to any other obligation or liability of
Seller not expressly included in the Assumed Liabilities.

3.0 SETTLEMENT OF THE DISPUTED CLAIMS

      3.1  Mutual  Release. As part of the consideration exchanged by Seller and
Buyer  pursuant to this Agreement, if the Closing occurs and without any further
action  or  documentation  on  the  part  of Seller and Buyer or either of them,
Seller  and  Buyer  agree  that  they will have irrevocably settled the Disputed
Claims.  The  Closing shall evidence the full and complete release and discharge
of  the  Disputed  Claims by each Party and its and their subsidiaries, parents,
officers,   employees,   directors,  servants,  agents,  attorneys,  affiliates,
representatives,  successors  and  assigns  of the other Party and its and their
subsidiaries,   parents,   officers,  employees,  directors,  servants,  agents,
attorneys, affiliates, representatives, successors and assigns.

      3.2  Disclaimer With Respect to the Settlement. The Parties understand and
agree  that this settlement represents a compromise of the Disputed Claims, that
the  Disputed  Claims are disputed by the Parties against whom they are or might
be  made and that settlement of the Disputed Claims is not to be construed as an
admission  of  liability  on  the  part  of either Party (each of whom expressly
denies  any  such liability) with respect to any obligations with respect to the
Properties  or  the Lease or the Revert Agreements. Each Party acknowledges that
it  is  relying  on  its own judgment, belief and knowledge as to the extent and
nature  of  the  Disputed Claims and that it is not relying on any statements or
representations  of  any kind of the other Party. The Parties further understand
and  agree  that  the facts now known by them or believed by them to be true and
upon  which they have relied in negotiating this settlement might later prove to
be  untrue  or  that  additional  facts might become known to them and expressly
accept  and  assume  the  risk associated with such possibilities and agree that
this  settlement  is  binding and is not subject to termination or rescission in
such event.

      3.3  Future  Grant  of Royalty. Buyer agrees that if, in the future, Buyer
commences mining from the Properties, insofar and only insofar as the Properties
are within Section 15, T.


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12  S.,  R.  15 E., MDM or the S1/2SE1/4SW1/4 of Section 10, T. 12 S., R. 15 E.,
MDM,  Buyer will grant to Seller a production royalty on terms equivalent to the
Net  Returns  royalty set out in Section 5.c of the Lease. Such royalty shall be
granted  when  and  if  production is obtained and Buyer will have absolutely no
obligation,  express or implied, (a) to explore for, develop, mine or market any
minerals from within the Properties or (b) to pay any rentals, advance royalties
or other payments of any kind absent actual production from such Properties.

      3.4  Maintenance  of  the  Properties;  New  Tenure.  Buyer  shall have no
obligation, express or implied, to maintain any of the mining claims included in
the  Properties.  Buyer  may  abandon  such  claims, relocate such claims as new
mining  claims or as mill sites, or exchange or otherwise convert such claims to
a  different  form of tenure as Buyer sees fit. If Buyer maintains less than all
of  the  mining  claims,  relocates  the  claims  or secures a different form of
tenure,  the  right to receive future royalties as provided in Section 3.3 shall
attach  to  such  mining claims or different form of tenure as Buyer then has on
lands  in  Section  15, T. 12 S., R. 15 E., MDM or the S1/2SE1/4SW1/4 of Section
10,  T.  12  S.,  R. 15 E., MDM, that are included within the Properties. For so
long  as  Buyer  maintains  any  mining  claims or other form of tenure on lands
included  within  the  Properties,  Seller shall not locate or participate in or
otherwise  assist  any third party in locating mining claims or mill sites on or
attempting to secure any interest in such lands.

4.0      REPRESENTATIONS AND WARRANTIES.

      4.1  Representations  and  Warranties  of  Seller.  Seller  represents and
warrants  to Buyer that the statements contained in this Section 4.1 are correct
and  complete  as of the date of this Agreement and will be correct and complete
as  of the Closing Date (as though made then and as though the Closing Date were
substituted for the date of this Agreement).

            (a)  Organization  of  the  Seller.  Seller  is  a  corporation duly
      organized,validly  existing,  and  in  good standing under the laws of the
      jurisdiction  of  its incorporation and is in good standing under the laws
      of the State of Nevada.

            (b)   Authorization  of  Transaction.  Seller  has  full  power  and
      authority  to  execute  and  deliver  this  Agreement  and  to perform its
      obligations  hereunder.  Without limiting the generality of the foregoing,
      this Agreement is consistent with the powers of Seller as set forth in its
      charter  and  bylaws and the board of directors of Seller has reviewed and
      has  duly  authorized  the  execution,  delivery,  and performance of this
      Agreement  by  Seller.  This  Agreement  constitutes the valid and legally
      binding obligation of Seller, enforceable in accordance with its terms and
      conditions.

            (c) Shareholders' Approval. The shareholders of Seller have reviewed
      this  Agreement,  discussed  the  subject matter of this Agreement and the
      transactions  contemplated by this Agreement with counsel of their choice,
      and  have duly authorized the execution, delivery, and performance of this
      Agreement by the Seller.

            (d) Noncontravention. Neither the execution and the delivery of this
      Agreement  nor  the  consummation  of the transactions contemplated hereby
      will  (i)  violate  any  statute,  regulation,  rule,  or  decree  of  any
      government, governmental agency, or court to which


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      Seller is subject or (ii) conflict with, result in a breach of, constitute
      a  default under any agreement to which Seller is a party. Seller does not
      need  to  give  any  notice  to,  make  any  filing  with,  or  obtain any
      authorization,  consent,  or  approval  of  any third party, including any
      government  or governmental agency, in order for the Parties to consummate
      the transactions contemplated by this Agreement.

            (e)  Brokers' Fees. Seller has no liability or obligation to pay any
      fees  or  commissions  to any broker, finder, consultant, advisor or agent
      with  respect to the transactions contemplated by this Agreement for which
      the Buyer could become liable or obligated.

            (f)  Title  to  the  Assets.  With  respect  to  the  Assets, Seller
      represents and warrants that:

                  (i)  Seller  has good and marketable title to the Assets, free
            and  clear  of  any  Lien,  or  any right or claim of third parties,
            except  for  the rights of Buyer under the Lease and this Agreement.
            No  outstanding  third party rights exist with respect to the Revert
            Agreements  and  Seller  is the sole owner of the Properties and the
            Lease  and  is  the  sole  entity entitled to receive any royalty or
            other  payments  payable  with respect to minerals produced from the
            Properties.   Seller   has   not  assigned,  transferred,  conveyed,
            mortgaged,  deeded  in  trust,  or  encumbered  any  interest in the
            Properties,  the  Lease  or  the  Revert  Agreements.  Seller has no
            obligation  to pay to any third party any portion of the payments it
            has   received  under  this  Agreement,  the  Lease  or  the  Revert
            Agreements.

                  (ii)  Except  for  the  civil  litigation  styled  "Bond  Gold
            Bullfrog,  Inc.  vs.  Parador  Mining  Co.,  Inc., et al., presently
            pending in the Nevada Supreme Court, there are no pending or, to the
            knowledge  of Seller, threatened condemnation proceedings, lawsuits,
            or  administrative  actions  involving  Seller  and  relating to the
            Assets.

                  (iii)  No  contracts,  agreements,  options,  rights  of first
            refusal, preemptive rights, other, similar rights or other interests
            exist with respect to the Assets to which Seller or its predecessors
            are  bound  and for which the Buyer could become liable or obligated
            after Closing.

                  (iv)  All  consideration  due  under the Revert Agreements has
            been  fully and timely paid and no obligations exist with respect to
            the  Revert  Agreements  for  which the Buyer could become liable or
            obligated after Closing.

            (g) Disclosure. The representations and warranties contained in this
      Section  do not contain any untrue statement of a material fact or omit to
      state  any  material  fact  necessary  in order to make the statements and
      information contained in this Section not misleading.

      4.2 Representations and Warranties of Buyer. Buyer represents and warrants
to  the Seller that the statements contained in this Section 4.2 are correct and
complete as of the date of this Agreement and will be correct and complete as of
the  Closing  Date  (as  though  made  then  and as though the Closing Date were
substituted for the date of this Agreement).





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            (a)  Organization  of  Buyer. Buyer is a corporation duly organized,
      validly  existing, and in good standing under the laws of the jurisdiction
      of  its  incorporation and is in good standing under the laws of the State
      of Nevada.

            (b) Authorization of Transaction. Buyer has full power and authority
      to  execute  and  deliver  this  Agreement  and to perform its obligations
      hereunder. Without limiting generality of the foregoing, this Agreement is
      consistent  with  the  powers of Buyer as set the forth in its charter and
      bylaws  and  the execution, delivery, and performance of this Agreement by
      the  Buyer  has been duly authorized. This Agreement constitutes the valid
      and  legally  binding  obligation of Buyer, enforceable in accordance with
      its terms and conditions.

            (c) Noncontravention. Neither the execution and the delivery of this
      Agreement  nor  the  consummation  of the transactions contemplated hereby
      will  (i)  violate  any  statute,  regulation,  rule,  or  decree  of  any
      government,  governmental  agency,  or  court to which Buyer is subject or
      (ii)  conflict with, result in a breach of, constitute a default under any
      agreement  to  which  Buyer  is  a  party. Buyer does not need to give any
      notice  to, make any filing with, or obtain any authorization, consent, or
      approval  of  any  third  party,  including any government or governmental
      agency,   in   order  for  the  Parties  to  consummate  the  transactions
      contemplated by this Agreement.

            (d)  Brokers'  Fees. Buyer has no liability or obligation to pay any
      fees  or  commissions  to any broker, finder, consultant, advisor or agent
      with  respect to the transactions contemplated by this Agreement for which
      the Seller could become liable or obligated.

5.0 INTERIM PERIOD; OBLIGATION TO CLOSE

      5.1  No  Change or Commitments. Between the Date of this Agreement and the
Closing Date, neither Party shall enter into any arrangement or contract or make
any new commitment with respect to the Assets.

      5.2 Work Diligently Towards Closing. Buyer and Seller shall each use their
efforts  to  work  diligently towards completing the transaction contemplated by
reasonable best this Agreement on the Closing Date.

      5.3  Notification  of  Breach.  Each  Party  shall use its reasonable best
efforts  to  notify other Party if it believes that any breach has occurred with
respect  to  any  of  the  representations,  warranties, covenants or agreements
contained  in  this Agreement or of any if becomes aware of any event reasonably
likely  to  cause  any  of  such  circumstance  or  representations, warranties,
covenants or agreements to be breached.

      5.4  Conditions to Obligation of Seller to Close. The obligation of Seller
to  consummate the transactions contemplated by this Agreement is subject to the
satisfaction of the following conditions:

            (a)  All of the representations and warranties of Buyer contained in
      Section 4.2 true, complete and correct on and as of the Closing Date as if
      made  on  the  Closing  Date  shall  be and Seller shall have received the
      materials described in Subsection 2.2(b); and


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            (b)  No  injunction,  restraining  or  similar order shall have been
      issued  by  a court or governmental authority prohibiting the transactions
      contemplated by this Agreement.

      5.5 Conditions to Obligation of Buyer to Close. The Buyer to obligation of
consummate  the  transactions  contemplated  by this Agreement is subject to the
satisfaction of the following conditions:

            (a) All of the representations and warranties of Seller contained in
      Section  4.1  shall be true, complete and correct on and as of the Closing
      Date  as  if  made  on  the Closing Date and Buyer shall have received the
      described in Subsection 2.2(a);

            (b)  No  material  change shall have occurred with respect to any of
      the Assets between the date of this Agreement and the Closing Date; and

            (c)  No  injunction,  restraining  or  similar order shall have been
      issued  by  a court or governmental authority prohibiting the transactions
      contemplated by this Agreement.

6.0       TERMINATION

      6.1  Termination.  This  Agreement  may  be  terminated prior to or at the
Closing:

            (a) By mutual written consent of Buyer and Seller; or

            (b) By either Party if the Closing has not occurred (other than as a
      result  of  the  failure  by  a Party to comply fully with its obligations
      under  this Agreement) on or before July 31, 2001; or By either Party if a
      material  breach  by  the other Party of its obligations (c) hereunder has
      occurred  and  such breach has not been cured to the non-breaching Party's
      satisfaction  following receipt of notice of breach from the non-breaching
      Party.

      6.2 Other Remedies. If this Agreement is terminated pursuant to Subsection
6.1(a) or pursuant to Subsection 6.1(b) other than as a result of the failure by
a  Party  to comply fully with its obligations under this Agreement, all further
obligations  of  the  Parties  shall  terminate  except  that the obligations in
Subsection  8.2(b)  shall  survive.  If this Agreement is terminated pursuant to
Subsection 6.1(b) as a result of the failure by a Party to comply fully with its
obligations  under this Agreement or pursuant to Subsection 6.1(c), the exercise
of  a  right of termination will not be an election of remedies and, in addition
to  any  other  rights  it  may  have  under  this  Agreement  or otherwise, the
terminating  Party's  right  to  pursue  all  legal  remedies  will survive such
termination unimpaired.

7.0      SURVIVAL; REMEDIES; INDEMNIFICATION

      7.1   Survival.   All   obligations  (i)  of  Seller  for  breach  of  the
representations  and  warranties  set  forth in Section 4.1 and to indemnify and
hold  harmless  Buyer  under  Section  7.3,  (ii)  of  Buyer  for  breach of the
representations  and  warranties  set  forth in Section 4.2 and to indemnify and
hold  harmless Seller under Section 7.2, and (iii) of Seller and Buyer set forth
in  Sections  3.1  through  3.4  shall survive the Closing. In the event a Party
breaches any of its


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covenants,  representations  and warranties in this Agreement, provided that the
other  Party  makes  written  claim for indemnification against the indemnifying
Party  pursuant  to  Section 7.4 below, a indemnifying Party agrees to indemnify
the other Party from and against the entirety of then the Consequences the other
Party shall suffer through and after the date of the claim. any Adverse

      7.2  Buyer's  Indemnities.  Subject  to the limitations and procedures set
forth  in  Section  7.4,  after  the Closing Date Buyer shall indemnify and hold
Seller  and  its  officers,  directors,  agents,  attorneys, and representatives
harmless  against  and  in  respect of all employees, incurred by Seller and its
officers,  employees,  directors,  agents,  Adverse  Consequences attorneys, and
representatives to the extent that such Adverse Consequences arise out of

      (a)  The Assumed Liabilities or Buyer's use or operation of the Properties
on and after the Closing Date; and

      (b)  Any  breach  of any of the representations and warranties of Buyer in
this  Agreement, or in any document delivered in connection with this Agreement,
or contained by Buyer to fulfill any agreement or covenants on the part of Buyer
under this the failure Agreement or in any document delivered in connection with
this Agreement.

      7.3  Seller's  Indemnities.  Subject  to the limitations and procedures of
Section  7.4,  Date  Seller  shall  indemnify, defend and hold the Buyer and its
officers,  after  the  Closing  agents,  attorneys, and representatives harmless
against  and  in  respect of all employees, directors, incurred by Buyer and its
officers,  employees,  directors,  agents,  Adverse  Consequences attorneys, and
representatives to the extent that such Adverse Consequences arise out of

      (a)   The Excluded Liabilities; and

      (b)  Any  breach  of  any  of the representations and warranties of Seller
Agreement  or  any  document  delivered  in  connection  with this Agreement, or
contained  in  this  to fulfill any agreement or covenants on the part of Seller
under  this  the  failure  by  Seller  Agreement  or  any  document delivered in
connection with this Agreement.

      7.4  Notice  and  Procedure.  If  a  Party believes that it is entitled to
indemnification  shall  initiate a claim for indemnification by giving notice in
under this Agreement, the Party indemnifying Party as soon as possible after the
Party  discovers  the  basis  for  a  writing to the shall specify the basis for
seeking  indemnification  under this Agreement, the claim. Such notice nature of
the  event  giving  rise to the claim, the identity of any amount (to the extent
known),  the  involved,  any pleadings or other documents or demands served upon
the  Party third parties relevant information. The failure to give prompt notice
of  a  matter  giving notice and any other give rise to an indemnification claim
shall  not  affect  the rights of the indemnified which may such claims from the
indemnifying  Party  so  long as such failure to so notify does Party to collect
adversely affect the indemnifying Party's ability to defend such claim against a
not materially third party.

            (a)  Notice  and  Response.  The  Party from whom indemnification is
      sought  days  of  receipt of a notice seeking indemnity as provided in the
      preceding  shall,  within 15 response to the notifying Party in writing as
      to  whether  it  accepts  or denies paragraph, provide a If the Party from
      whom  indemnification  is  sought  accepts  the  request  the  request for
      indemnity.

416342.1
7/16/01                                                      9
<PAGE>






      for  indemnification,  the  Parties shall settle the claim accordingly. If
      the  Party  from  whom  indemnification  is  sought denies the request for
      indemnification  or  fails  to respond, the notifying Party may pursue all
      legal remedies available to it.

            (b)   Matters   Involving   Third   Parties.   If   the   claim  for
      indemnification  involves  a  third  party,  in  addition  to  providing a
      response  to the notifying Party as provided above, the indemnifying Party
      will  have  the  right  at  any  time to assume and thereafter conduct the
      defense  of  the  claim made by the third party with counsel of its choice
      reasonably  satisfactory  to  the other Party; provided, however, that the
      indemnifying  Party will not consent to the entry of any judgment or enter
      into  any  settlement  with  respect  to the third party claim without the
      prior  written  consent  of  the  indemnified  Party  (not  to be withheld
      unreasonably) unless the judgment or proposed settlement involves only the
      payment  of  money  damages  and  does  not  impose an injunction or other
      equitable  relief  upon  the  indemnified  Party.  Unless  and  until  the
      indemnifying  Party assumes the defense of a a third party claim, however,
      the Party seeking indemnification may defend against the third party claim
      in any manner it reasonably may deem appropriate.

8.0       GENERAL

       8.1  Notices.  Any  notices  or  other communications between the Parties
required  by  this  Agreement  shall  be  in  writing  and delivered by personal
delivery,  by facsimile transmission or by commercial courier. Delivery shall be
effective  on  verifiable  receipt.  All such notices or communications shall be
addressed  as  follows, provided that either Party may change its address at any
time by notice given in the manner described above:

         To Seller:                            With a copy to:

          H. B. Layne  Contractor, Inc.        H. B. Layne Contractor, Inc.
          5620 South Landings Drive, #704      6510 Melaleuca  Road
          Ft. Myers, Florida 33919             Southwest Ranches
          Attn: S. Lee Crouch                  Fort Lauderdale, Florida 33330
          Tel: (941) 433-1382                  Attn: Patrick R. Layne, President
          Fax: (941) 433-5966                  Tel: (954) 434-8943
                                               Fax: (954) 434-3130



          To Buyer:                            With a copy to:

          Barrick Bullfrog Inc.                Barrick Bullfrog Inc.
          Barrick Management Corporationc/o    293 Spruce Road
          136 East South Temple, Suite 1050    Elko, Nevada 89801-4491
          Lake City, Utah 84111Salt            Attn:   W. G. (Bill) Houston
          Attn:   Rich Haddock                 Tel: (775) 738-2062
          Tel: (801) 539-0660                  Fax: (775) 738-2804
          Fax: (801) 539-0665




416342.1
7/16/01                                                     10
<PAGE>






         8.2        Miscellaneous.

            (a)  Amendment  of  Agreement. This Agreement may only be amended or
      modified by a document in writing executed by the Parties. Nothing in this
      Agreement  shall  impose any obligations or covenants, express or implied,
      to  conduct  any particular level or degree of exploration, development or
      mining  operations  upon  the  Properties,  except  as otherwise except as
      expressly required by this Agreement.

            (b)  Confidentiality.  This  Agreement  and  all  of  its  terms and
      conditions and all information provided by Buyer to Seller with respect to
      the  Properties,  the Leases and the Revert Agreements shall be treated by
      the  Parties as confidential and shall not be divulged by a Party directly
      or indirectly to any person without the prior written authorization of the
      other  Party.  It  is  understood  that  the  foregoing  obligations shall
      continue  indefinitely  notwithstanding the termination of this Agreement.
      Such  obligations do not apply to information that is in the public domain
      through  no  fault  of  the  disclosing  Party  or  which is independently
      obtained from a third party with no breach of confidentiality, or which is
      required  to be disclosed pursuant to applicable law, regulation, judicial
      or administrative order or stock exchange rules.

            (c)  Governing  Law; Severability. This Agreement shall be construed
      and  interpreted in accordance with, governed and enforced in all respects
      by  the laws of the State of Nevada. If any provision of this Agreement is
      held to be invalid or unenforceable, the remainder of this Agreement shall
      continue in full force and effect.

            (d)  Press  Releases. Neither Party shall issue any press release or
      make  any  public  announcement  relating  to  the  subject matter of this
      Agreement.

            (e) Further Assurances. Each of the Parties agrees that from time to
      time, at the request of the other Party and without further consideration,
      it  will  execute  and  deliver  such  other documents and take such other
      actions  as  counsel  for such other Party reasonably requests in order to
      consummate   more   effectively  the  transactions  contemplated  by  this
      Agreement.

            (f)  Assignment.  Neither Party shall have the right to transfer its
      rights under this Agreement, in whole or in part, prior to the Closing.

            (g)  No  Third-Party  Beneficiaries. Except as expressly provided in
      this  Agreement,  this  Agreement  shall not confer any rights or remedies
      upon any third party.

            (h)  Costs  and  Fees.  The  Parties  shall  pay  their own expenses
      including  attorney's fees, incident to the preparation and performance of
      this  Agreement,  whether  or not the transactions contemplated herein are
      consummated.

            Waiver. The failure of a Party to insist upon the strict performance
      of  any  of the terms, conditions or covenants of this Agreement shall not
      be  construed  as  a  waiver or relinquishment for the future of any term,
      condition or covenant.

            (j)  Construction.  The  Parties  have  participated  jointly in the
      negotiation  and  drafting of this Agreement. In the event an ambiguity or
      question  of  intent  or  interpretation  arises,  this Agreement shall be
      construed as if drafted jointly by the Parties and no presumption

416342i
7/16/01                                                     11
<PAGE>






      or burden of proof shall arise favoring or disfavoring any Party by virtue
      of the authorship of any of the provisions of this Agreement.

            (k)  Counterparts.  This  Agreement  may  be executed in one or more
      counterparts,  each  of which shall be deemed an original but all of which
      together  will  constitute  one and the same instrument. The Parties agree
      that  signatures  transmitted  by  facsimile transmission shall constitute
      original  signatures  and  that  an Agreement transmitted by facsimile and
      containing  the signatures (original or transmitted) of both Parties shall
      be binding.

            (1)  Integration.  All  understandings  and  agreements  between the
      Parties  regarding  the purchase and sale of the Assets and the settlement
      of  the  Claims are merged into this Agreement, which fully and completely
      expresses  the  agreement  of the Parties. This Agreement was entered into
      after  adequate investigation, neither Party relying upon any statement or
      representation not embodied in this Agreement made by the other Party. All
      Exhibits  referred  to  in  this Agreement are expressly incorporated into
      this Agreement.

       Executed to be effective as of the date first written above.


                                           "Seller"

                                               H. B. Layne Contractor, Inc.







                                           "Buyer"

                                               Barrick Bullfrog Inc.












416342.1
7/16/01                                                     12
<PAGE>








                                   EXHIBIT A

                                       to
                          Purchase and Sale Agreement

                                 THE PROPERTIES

      The  Properties  consist  of  those  certain unpatented lode mining claims
situated in the Bullfrog Mining District, Nye County, Nevada, the names of which
and  the  place of record of the location notices in the official records of the
Nye  County  Recorder and the authorized office of the Bureau of Land Management
are as follows:

      1.  Mining  claims  originally  subject  to the Mining Lease and Option to
Purchase  Agreement  dated  August  3, 1987, by and between Robert A. Revert and
Claron Burnett, as lessors, and Kelly Minerals, Inc., as lessee, as assigned and
conveyed  to  H.  B.  Layne  Contractor,  Inc. by Assignment of Mining Lease and
Option  to  Purchase  Agreement  dated November 29, 1978 between Kelly Minerals,
Inc.  and  H. B. Layne Contractor, Inc. and subject to the Lease Agreement dated
February  5,  1987  between  H.B.  Layne  Contractor,  Inc.,  and  St.  Joe Gold
Corporation:



            NAME OF CLAIM                 NYE COUNTY RECORDS       BLM SERIAL
                                           Book       Page            NMC #
            Ace No. 1                      110        426           112229
            Ace No. 2                      110        427           112230
            Ace No. 3                      110        428           112231

      2.  Mining  claims  located  in  the name of and 100% owned by H. B. Layne
Contractor,  Inc.  and  subject  to  the  Lease Agreement dated February 5, 1987
between H.B. Layne Contractor, Inc., and St. Joe Gold Corporation:

            NAME OF CLAIM                 NYE COUNTY RECORDS       BLM SERIAL
                                           Book       Page            NMC #
            Golden Eagle # 2               424        120           298788
            Golden Eagle # 3               424        121           298789
            Golden Age # 1                 424        103           298790
            Golden Age # 2                 424        104           298791
            Golden Age # 3                 424        105           298792
            Golden Age # 4                 424        106           298793
            Golden Age # 5                 424        107           298794



416342.1
7/16/01                                                     13
<PAGE>






            Golden Age # 6
              Original Location            424        108           298795
               Relocation                             252249        583381
            Golden Age # 7
              Original Location            424        109           298796
               Relocation                             252250        583382
            Golden Age # 8
              Original Location            424        110           298797
               Relocation                             252251        583383
            Golden Age # 9
              Original Location            424        111           298798
               Relocation                             252252        583384
            Golden Age # 12
              Original Location            424        112           298799
               Relocation                             252253        583385
            Golden Age # 13
              Original Location            424        113           298800
               Relocation                             252254        583386
            Golden Age # 14
              Original Location            424        114           298801
               Relocation                             252255        583387
            Golden Age # 15                424        115           298802
            Golden Age # 16                424        116           298803
            Golden Age # 17
              Original Location            424        117           298804
               Relocation                             252256        583388























416342.1
7/16/01                                                     14
<PAGE>






                                   EXHIBIT B

                                       to
                          Purchase and Sale Agreement

                                 THE CONVEYANCE

                                                           Assessor's Parcel No.
When Recorded, Return to:


W. G. (Bill) Houston
Barrick Bullfrog Inc.
293 Spruce Road
Elko, Nevada 89801-4491



                       DEED, ASSIGNMENT AND BILL OF SALE

      For  good and valuable consideration, the receipt and sufficiency of which
are  hereby  expressly  acknowledged,  H.  B.  Layne Contractor, Inc., a Florida
corporation ("Grantor)),

      grants,  sells,  transfers,  conveys,  assigns  and  delivers  to  Barrick
Bullfrog  Inc.,  a Delaware corporation ("Grantee), whose mailing address is 293
Spruce  Road, Elko, Nevada 89801-4491, the entire estate in and to the following
described  property  situated  in Nye County, Nevada (the 'Properties"), subject
only to the paramount title of the United States of America:

       See Exhibit A attached to this Deed, Assignment and Bill of Sale,

      together with all of Grantor's interest in and to the leases and the other
agreements  identified  in  Exhibit  A,  any  after acquired title in and to the
Properties or the lands covered thereby and any fixtures, improvements and other
tangible  or intangible real or personal property related to the Properties, the
leases  and  the other agreements, including without limitation all of Grantor's
right, title and interest in and to all permits, rights of way, easements, water
rights,  surface  use  agreements and other contracts related to the Properties,
all choses, rights, actions or causes of action in any way affecting or relating
to  the  Properties, the leases or other agreements identified in Exhibit A, and
all  of the improvements, buildings, structures and fixtures located thereon, or
used for the benefit of the Properties together with any water rights, including
any  certificates, applications and interests relating to such water rights, and
any wells, ditches or flumes located on or appurtenant to the Properties.

       Grantor  hereby binds itself and its successors to warrant and defend the
title  to  the  Properties against all claiming by through or under Grantor, but
not otherwise.



416342.1
7/16/01                                                     15
<PAGE>







       IN  WITNESS  WHEREOF, Grantor has duly executed this Deed, Assignment and
Bill of Sale as of the day and year first above written.

                                   "Grantor"

H. B. Layne Contractor, Inc.

                                                     By:
                                                     Its:



State of
                                              )
                                              ) ss.
County of
                                              )

       This  instrument  was  acknowledged  before  me, a notary public, on July
2001, by , the of H. B. LAYNE CONTRACTOR,

INC., a Florida corporation, on behalf of the corporation.



                                                         Notary Public

My commission expires:






















416342.1
7/16/01                                                     16
<PAGE>






                                   EXHIBIT A

                                       to
                       Deed, Assignment and Bill of Sale

                                 THE PROPERTIES

      The  Properties  consist  of  those  certain unpatented lode mining claims
situated in the Bullfrog Mining District, Nye County, Nevada, the names of which
and  the  place of record of the location notices in the official records of the
Nye  County  Recorder and the authorized office of the Bureau of Land Management
are as follows:

      1.  Mining  claims  originally  subject  to the Mining Lease and Option to
Purchase  Agreement  dated  August  3, 1987, by and between Robert A. Revert and
Claron Burnett, as lessors, and Kelly Minerals, Inc., as lessee, as assigned and
conveyed  to  H.  B.  Layne  Contractor,  Inc. by Assignment of Mining Lease and
Option  to  Purchase  Agreement  dated November 29, 1978 between Kelly Minerals,
Inc.  and  H. B. Layne Contractor, Inc. and subject to the Lease Agreement dated
February  5,  1987  between  H.B.  Layne  Contractor,  Inc.,  and  St.  Joe Gold
Corporation:



            NAME OF CLAIM                 NYE COUNTY RECORDS       BLM SERIAL #
                                           Book       Page             NMC #
            Ace No. 1                      110        426           112229
            Ace No. 2                      110        427           112230
            Ace No. 3                      110        428           112231

      2.  Mining  claims  located  in  the name of and 100% owned by H. B. Layne
Contractor,  Inc.  and  subject  to  the  Lease Agreement dated February 5, 1987
between H.B. Layne Contractor, Inc., and St. Joe Gold Corporation:

            NAME OF CLAIM                 NYE COUNTY RECORDS       BLM SERIAL #
                                           Book       Page             NMC #
            Golden Eagle # 2               424        120           298788
            Golden Eagle # 3               424        121           298789
            Golden Age # 1                 424        103           298790
            Golden Age # 2                 424        104           298791
            Golden Age # 3                 424        105           298792
            Golden Age # 4                 424        106           298793
            Golden Age # 5                 424        107           298794
            Golden Age # 6
              Original Location            424        108           298795
               Relocation                             252249        583381


416342.1
7/16/01                                                     17
<PAGE>



            Golden Age # 7
              Original Location            424        109           298796
               Relocation                             252250        583382
            Golden Age # 8
              Original Location            424        110           298797
               Relocation                             252251        583383
            Golden Age # 9
              Original Location            424        111           298798
               Relocation                             252252        583384
            Golden Age # 12
              Original Location            424        112           298799
               Relocation                             252253        583385
            Golden Age # 13
              Original Location            424        113           298800
               Relocation                             252254        583386
            Golden Age # 14
              Original Location            424        114           298801
               Relocation                             252255        583387
            Golden Age # 15                424        115           298802
            Golden Age # 16                424        116           298803
            Golden Age # 17
              Original Location            424        117           298804
               Relocation                             252256        583388


























416342.1
7/16/01                                                     18
<PAGE>