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                                                                    EXHIBIT 10.5
                           INCENTIVE STOCK OPTION PLAN
                                       OF
                              ATLAS MINING COMPANY


ARTICLE    I.   Purpose of Plan
ARTICLE   II.   Definitions
ARTICLE  III.   Administration of the Plan
ARTICLE   IV.   Eligibility
ARTICLE    V.   Shares Available for Incentive Stock Options
ARTICLE   VI.   Option Terms
ARTICLE  VII.   Limitation on Exercise of Options
ARTICLE VIII.   Exercise of Option
ARTICLE   IX.   Transferability of Options
ARTICLE    X.   Termination of Options
ARTICLE   XI.   Adjustments to Options
ARTICLE  XII.   Termination and Amendment
ARTICLE XIII.   Option Agreement and Legend Requirement
ARTICLE  XIV.   Miscellaneous Provisions
ARTICLE   XV.   Effective Date of Plan

ATLAS MINING COMPANY, an Idaho corporation (the "Company"), hereby establishes
and sets forth the terms of the ATLAS MINING COMPANY INCENTIVE STOCK OPTION PLAN
(the "Plan"), dated January 13, 1997.


                                    ARTICLE I
                                 Purpose of Plan

The purpose of this Plan is to provide participating employees an incentive to
exert their best efforts on behalf of the Company. The Plan seeks to accomplish
this purpose by giving such employees an opportunity to gain a proprietary
interest in the Company in the form of stock options. Holders of the options are
allowed to acquire stock of the Company on favorable terms. An option granted
hereunder shall be referred to herein as an "Incentive Stock Option," and all
such options are intended to constitute an "incentive stock option"' as such
term is defined in Section 422 of the Internal Revenue Code of 1986, as amended
from time to time (the "Code").


                                   ARTICLE II
                                   Definitions

2.1      "Administrative Committee" means the Board of Directors or a committee
         appointed by the Board of Directors, pursuant to Article III below,
         administering the Plan.

2.2      "Affiliate" means a "parent corporation" of the Company, as described
         in Section 424(e) of the Code, or a "subsidiary corporation" of the
         Company, as described in Section 424(f) of the Code.

2.3      "Board" means the Board of Directors of the Company.

2.4      "Code" means the Internal Revenue Code of 1986.

2.5      "Common Stock" means the Company's no par value Common Stock.

2.6      "Company" means XXX

2.7      "Date of Grant" means the date on which an Incentive Stock Option is
         granted under the Plan.

2.8      "Disinterested Person" has the meaning defined in Article 3.4(c) of
         this Plan.

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2.9      "Incentive Stock Option" means an option granted under the Plan.

2.10     "Optionee" means a person to whom an Incentive Stock Option, which has
         not expired, has been granted under the Plan.

2.11     "Plan" means this Incentive Stock Option Plan.

2.12     "Qualified Successor" shall have the meaning as defined in Article 9.2
         of this Plan.

2.13     "Reorganization" and "Reorganization Agreement" have the meanings
         defined in Article XI of this Plan.

2.14     "Subsidiary" or "Subsidiaries" means a subsidiary corporation or
         corporations of the Company as defined in Section 424 of the Code.

2.15     "Successor" means the legal representative of the estate of a deceased
         Optionee or the person or persons who acquire the right to exercise an
         Incentive Stock Option by bequest or inheritance or by reason of the
         death of any Optionee.

2.16     "Terminating Event" shall have the meaning as defined in Article 11.2
         of this Incentive Stock Option Plan.


                                   ARTICLE III
                           Administration of the Plan

3.1      This Plan shall be administered by the Board of Directors of the
         Company (the "Board") unless a committee of the Board is appointed in
         accordance with Article 3.2 or 3.4(b) below. The Board, or such
         committee if appointed, will be referred to in this Plan as the
         "Administrative Committee."

3.2      The Board may at any time appoint a committee, consisting of not less
         than two of its members, to administer this Plan on behalf of the Board
         in accordance with such terms and conditions not inconsistent with this
         Plan as the Board may prescribe. After it is appointed, the committee
         shall continue to serve until otherwise directed by the Board. The
         Board may appoint additional members to the committee; remove members
         (with or without cause); fill vacancies however caused; and/or remove
         all members of the committee and thereafter directly administer this
         Plan.

3.3      A majority of the members of the Administrative Committee shall
         constitute a quorum; and subject to the limitations of this Article
         III, all actions of the Administrative Committee shall require the
         affirmative vote of members who constitute a majority of a quorum.
         Members of the Administrative Committee who are not Disinterested
         Persons (as defined in Article 3.4(c)) may vote on any matters
         affecting the administration or the grant of Incentive Stock Options
         under the Plan; provided, however, that no member shall vote on the
         granting of an Incentive Stock Option to himself or herself (but a
         member may be counted in determining the existence of a quorum at a
         meeting of the Administrative Committee during which action is taken
         with respect to the granting of such an Incentive Stock Option).

3.4      Notwithstanding the foregoing provisions of this Article III, to the
         extent necessary to be exempt from the operation of Section 16(b) of
         the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
         this Plan shall from the effective date of registration until six
         months after the termination thereof, be administered as follows:

         a.             The Board shall administer the Plan directly (regardless
                  of whether a committee of the Board has been appointed
                  underless Article 3.2) as long as each member of the Board is
                  a Disinterested Person, and all actions of the Board as the
                  Administrative Committee shall require the affirmative vote of
                  directors who constitute a majority of a quorum.

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         b.             If at any time a member of the Board is not a
                  Disinterested Person, the Board shall appoint a committee
                  consisting of two or more of its members, each of whom is a
                  Disinterested Person, to administer this Plan on behalf of the
                  Board. Such committee shall act in accordance with terms and
                  conditions prescribed by the Board to the extent such terms
                  and conditions are not inconsistent with this Plan. Once
                  appointed, the committee shall continue to serve until
                  otherwise directed by the Board. From time to time, the Board
                  may appoint additional members to the committee; remove
                  members (with or without cause); fill vacancies however
                  caused; and/or at any time when all members of the Board are
                  Disinterested Persons, remove all members of the committee and
                  thereafter directly administer this Plan. At no time shall a
                  person who is not a Disinterested Person serve on the
                  committee appointed under this Article 3.4(b), nor shall such
                  committee at any time have fewer than two members.

         c.             The term "Disinterested Person" shall mean a director
                  who, during the one year prior to service as a member of the
                  Administrative Committee or during such service, is not
                  granted or awarded equity securities pursuant to this Plan or
                  any other plan of the Company or any of its Affiliates (as
                  defined in Article 2.2) other than grants or awards that
                  pursuant to Rule 166-3(c)(2)(i) under the Exchange Act will
                  not cause the director to cease to be a "Disinterested
                  Person," as defined in such rule.

3.5      The following provisions shall apply to the Administrative Committee:

         a.             The Administrative Committee shall have the authority to
                  (i) administer this Plan in accordance with its express terms;
                  (ii) determine all questions arising in connection with the
                  administration, interpretation, and application of this Plan,
                  including all questions relating to the value of the Common
                  Stock; (iii) correct any defect, supply any information and
                  reconcile any inconsistency in such manner and to such extent
                  as shall be deemed necessary or advisable to carry out the
                  purpose of this Plan; (iv) prescribe, amend, and rescind rules
                  and regulations relating to the administration of this Plan;
                  (v) determine the duration and purposes of leaves of absence
                  which my be granted to participants without constituting a
                  termination of employment for purposes of this Plan; and (vi)
                  make all other determinations necessary or advisable for
                  administration of this Plan.

         b.             The authority of the Administrative Committee to
                  administer the Plan shall be exercised consistently with the
                  intent that (i) the Incentive Stock Options issued under this
                  Plan qualify under Section 422 of the Code (including any
                  amendments thereof or successor provision similar thereto);
                  and (ii) the Plan be administered in a manner that satisfies
                  the conditions of Rule 16b-3(c)(2)(i) under the Exchange Act
                  (including any amendments thereof and any successor provision
                  similar thereto) so that the grant of Incentive Stock Options
                  under this Plan, and all other actions taken with respect to
                  the Plan, to the options granted thereunder and to the Common
                  Stock acquired upon exercise of Incentive Stock Options, shall
                  to the extent possible be exempt from the operation of Section
                  16(b) of the Exchange Act.

         c.             All determinations made by the Administrative Committee
                  in good faith on matters referred to in this Article 3.5 shall
                  be final, conclusive, and binding upon all persons. The
                  Administrative Committee shall have all powers necessary or
                  appropriate to accomplish its duties under this Plan.


                                   ARTICLE IV
                                   Eligibility

4.1      An officer, director or other individual shall be eligible to
         participate in this Plan provided that such individual (i) is in the
         employ of the Company or its Affiliate, (ii) is determined by the
         Administrative Committee to be a key employee of the Company or its
         Affiliate, and (iii) is selected by the Administrative Committee to
         receive one or more Incentive Stock Options under this Plan. Each key
         employee so selected by the Administrative Committee shall hereinafter
         be referred to as an "Optionee."

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4.2      As used in this Plan, an "Affiliate" of a corporation shall mean a
         "parent corporation" of such corporation, as described in Section
         424(e) of the Code, or to a "subsidiary corporation" of such
         corporation, as described in Section 424(f) of the Code.

4.3      No Incentive Stock Option shall be granted hereunder to a key employee
         who is not a resident of the State of Idaho, unless the Administrative
         Committee shall have determined, based on the advice of counsel, that
         the grant of such Incentive Stock Option (and the exercise thereof by
         the Optionee) will not violate the securities laws of the state where
         the Optionee resides.


                                    ARTICLE V
                  Shares Available for Incentive Stock Options

The aggregate number of shares of the Company's Common Stock which may be issued
upon the exercise of Incentive Stock Options granted under this Plan and any
other stock option plan adopted by the Company shall not exceed ten percent
(10%) of the then issued and outstanding shares of the Company's Common Stock,
subject to adjustment under the provisions of Article XI. The aggregate number
of shares of the Company's Common Stock which may be issued to any one person
shall not exceed five percent (5%) of the then issued and outstanding shares of
the Company's Common Stock. The shares of Common Stock to be issued upon the
exercise of Incentive Stock Options may be authorized but unissued shares,
shares issued and reacquired by the Company or shares bought on the market for
the purposes of the Plan. In the event any Incentive Stock Option shall, for any
reason, terminate or expire or be surrendered without having been exercised in
full, the shares subject to such Incentive Stock Option but not purchased
thereunder shall again be available for Incentive Stock Options to be granted
under the Plan.


                                   ARTICLE VI
                                  Option Terms

6.1      With respect to each Incentive Stock Option granted to an Optionee
         selected by the Administrative Committee in accordance with Article
         III, the Administrative Committee shall specify the following terms of
         the Incentive Stock Option:

         a.             The number of shares of Common Stock subject to the
                  Incentive Stock Option.

         b.             The date on which the grant of the Incentive Stock
                  Option shall be effective (the "Date of Grant").

         c.             The period of time during which the Incentive Stock
                  Option shall be exercisable, which shall in no event be more
                  than five (5) years from the Date of Grant of the Incentive
                  Stock Option.

         d.             The price or prices at which the Incentive Stock Option
                  shall be exercisable by the Optionee (the "Option Price");
                  provided, however, that the Option Price shall in no event be
                  less than the fair market value, on the Date of Grant, of the
                  shares of Common Stock subject thereto; and provided further,
                  that, if such Incentive Stock Option is granted to an Optionee
                  who on the Date of Grant owns, either directly or indirectly
                  within the meaning of Section 424(d) of the Code, more than
                  ten percent (10%) of the total combined voting power of all
                  classes of stock of the Company or an Affiliate of the
                  Company, then the Option Price shall be at least one hundred
                  ten percent (110%) of the fair market value, on the Date of
                  Grant, of the Common Stock subject thereto.

         e.             Any vesting schedule pursuant to which the right of the
                  Optionee to exercise the Incentive Stock Option shall be
                  contingent upon the passage of a specified period of time
                  following its Date of Grant, it being intended that the
                  Administrative Committee shall have complete discretion with
                  respect to the terms of the vesting schedule, including,
                  without limitation, discretion (i) to allow full and immediate

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                  vesting upon grant of the Incentive Stock Option, (ii) to
                  permit partial vesting in stated percentage amounts based on
                  the length of the holding period of the Incentive Stock
                  Option, or (iii) to permit full vesting after a stated holding
                  period has passed. No rights to exercise the Incentive Stock
                  Option shall vest after the termination of an Optionee's
                  employment with the Company, unless further vesting is
                  expressly allowed in the written agreement evidencing the
                  Incentive Stock Option.

         f.             Whether shares of Common Stock acquired upon exercise of
                  the Incentive Stock Option will be subject to repurchase in
                  accordance with Article XII.

         g.             Such other terms and conditions as the Administrative
                  Committee deems advisable and as are consistent with the terms
                  and conditions of this Plan, including, without limitation,
                  any repurchase provisions different from those set forth in
                  Article XII.

6.2      Notwithstanding any provision of this Article VI to the contrary, no
         Incentive Stock Option shall be granted hereunder after the date
         immediately preceding the tenth (10th) anniversary of the date this
         Plan is adopted by the Board. Except as expressly provided herein,
         nothing contained in this Plan shall require that the terms and
         conditions of Incentive Stock Options granted hereunder be uniform.


                                   ARTICLE VII
                        Limitation on Exercise of Options

The aggregate fair market value of the Common Stock with respect to which,
during any calendar year, one or more Incentive Stock Options under this Plan
(and/or one or more options under any other plan maintained by the Company or
any of its Affiliates for the granting of options intended to qualify under
Section 422 of the Code) are exercisable for the first time by an Optionee shall
not exceed $100,000 (said value to be determined as of the respective Dates of
Grant of such options).


                                  ARTICLE VIII
                               Exercise of Option

Subject to Article VII and any terms of an Incentive Stock Option specified
pursuant to Article VI, an Optionee (or the Qualified Successor, as defined in
Articles 9.2 and 9.3) may exercise an Incentive Stock Option, or any part
thereof (unless partial exercise is specifically prohibited by the terms of the
Incentive Stock Option), by giving written notice thereof to the Company at its
principal place of business. Such notice shall include a written representation
that the shares to be acquired will be acquired and held for investment and not
for resale or distribution and be accompanied by any documents required by
Article VII above. Such notice shall be accompanied by full payment of the
Option Price for the shares of Common Stock for which exercise is made. Payment
shall be in lawful money of the United States and shall be made in cash or by
certified or cashier's check; provided, however, that in the discretion of the
Administrative Committee, payment may be made, in whole or in part, in shares of
Common Stock or in any other form approved by the Administrative Committee.
Following the exercise of an Incentive Stock Option, the Administrative
Committee shall cause the information statement required by Section 6039 of the
Code to be furnished to the Optionee within the time and in the manner
prescribed by law.


                                   ARTICLE IX
                           Transferability of Options

9.1      Except as provided in Articles 9.2, 9.3 and 9.4 below, no Incentive
         Stock Option shall be transferable or exercisable by any person other
         than the Optionee to whom such Incentive Stock Option was originally
         granted.

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9.2      In the event of the demise of an Optionee while in the employ of the
         Company, any Incentive Stock Options held by the Optionee shall pass to
         the person or persons entitled thereto under the will of the Optionee
         or applicable laws of descent and distribution (such person or persons
         are sometimes herein referred to collectively as the "Qualified
         Successor" of the Optionee). Any right under an Incentive Stock Option
         which the Optionee could have exercised immediately prior to the date
         of his or her demise shall, subject to Article X below, be exercisable
         by the Qualified Successor for a period of one (1) year following such
         demise.

9.3      In the event of an Optionee's demise, after the termination of
         Optionee's employment on account of a Disability (as defined in Article
         11.2 below) but prior to the expiration of the one (1) year period
         specified in Article 11.2, any right under an Incentive Stock Option
         which the Optionee could have exercised immediately prior to the date
         of his or her demise shall, subject to Article X, pass to and be
         exercisable by the Qualified Successor of the Optionee until the
         expiration of such period of one (1) year following the date of
         Optionee's termination.

9.4      In the event of the demise of an Optionee, after the termination of
         Optionee's employment for any reason other than Disability, but prior
         to the expiration of the three (3) month period specified in Article
         11.3, any right under any Incentive Stock Option which the Optionee
         could have exercised immediately prior to the date of his or her demise
         shall, subject to Article X, pass to and be exercisable by the
         Qualified Successor of the Optionee until the expiration of the three
         (3) months period following the date of Optionee's employment
         termination.

9.5      In the event two or more persons constitute the Qualified Successor of
         an Optionee, all rights of such Qualified Successor shall be
         exercisable, if at all, by the unanimous agreement of such persons.


                                    ARTICLE X
                             Termination of Options

To the extent not earlier exercised, an Incentive Stock Option shall terminate
at the earliest of the following dates:

         a. The date specified in such Incentive Stock Option, which date
                  shall not be extended for any reason;

         b. One (1) year following the date of termination of the
                  Optionee's employment with the Company on account of (a) the
                  Optionee's demise, or (b) the Optionee's disability, as
                  defined in Section 22(e)(3) of the Code (herein referred to as
                  "Disability");

         c. Three (3) months following the date of termination of the
                  Optionee's employment with the Company for any reason other
                  than the Optionee's demise or Disability;

         d. The date of any sale, transfer or hypothecation, or any
                  attempted sale, transfer or hypothecation, of the Incentive
                  Stock Option, by the Optionee or his or her Qualified
                  Successor;

         e. The date a voluntary or involuntary petition is filed under the
                  bankruptcy laws of the United States, or under the insolvency
                  laws of any state, for the estate of the Optionee or his or
                  her Qualified Successor; and

         f. The date specified in Article 11.2 for such termination in the
                  event of a Terminating Event.


                                   ARTICLE XI
                             Adjustments to Options

11.1     In the event that the outstanding shares of Common Stock of the Company
         are hereafter increased or decreased or changed into or exchanged for a
         different number or kind of shares or other securities of the Company
         or of another corporation, by reason of a recapitalization,
         reclassification, stock split-up, combination of shares, or dividend or
         other distribution payable in capital stock, appropriate adjustment

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         shall be made by the Administrative Committee in the number and kind of
         shares for the purchase of which Incentive Stock Options may be granted
         under the Plan. In addition, the Administrative Committee shall make
         appropriate adjustment in the number and kind of shares as to which
         outstanding Incentive Stock Options, or portions thereof then
         unexercised, shall be exercisable, to the end that the proportionate
         interest of the holder of the Incentive Stock Option shall, to the
         extend practicable, be maintained as before the occurrence of such
         event. Such adjustment in outstanding Incentive Stock Options shall be
         made without change in the total price applicable to the unexercised
         portion of the Incentive Stock Option but with a corresponding
         adjustment in the Incentive Stock Option price per share.

11.2     In the event of the dissolution or liquidation of the Company, any
         Incentive Stock Option granted under the Plan shall terminate as of a
         date to be fixed by the Administrative Committee, provided that not
         less than 30 days written notice of the date so fixed shall be given to
         each Optionee and each such Optionee shall have the right during such
         period to exercise his Incentive Stock Option as to all or any part of
         the shares covered thereby including shares as to which such Incentive
         Stock Option would not otherwise be exercisable by reason of an
         insufficient lapse of time.

11.3     In the event of a Reorganization (as hereinafter defined) in which the
         Company is not the surviving or acquiring company, or in which the
         Company is or becomes a wholly-owned subsidiary of another company
         after the effective date of the Reorganization, then

         a.       If there is no plan or agreement respecting the Reorganization
                  ("Reorganization Agreement") or if the Reorganization
                  Agreement does not specifically provide for the change,
                  conversion, or exchange of the shares under outstanding and
                  unexercised incentive stock options for securities of another
                  corporation, then the Administrative Committee shall take such
                  action, and the Incentive Stock Options shall terminate, as
                  provided in Article 11.2; or

         b.       If there is a Reorganization Agreement and if the
                  Reorganization Agreement specifically provides for the change,
                  conversion, or exchange of the shares under outstanding and
                  unexercised incentive stock options for securities of another
                  corporation, then the Administrative Committee shall adjust
                  the shares under such outstanding and unexercised incentive
                  stock options (and shall adjust the shares remaining under the
                  Plan which are then available to the Optionee under the Plan,
                  if the Reorganization Agreement makes specific provision
                  therefor) in a manner not inconsistent with the provisions of
                  the Reorganization Agreement for the adjustment, change,
                  conversion, or exchange of such stock and such Incentive Stock
                  Options.

         The term "Reorganization" as used in this Article XI shall mean any
         statutory merger; statutory consolidation; sale of all or substantially
         all of the assets of the Company; or pursuant to an agreement with the
         Company, the sale of securities of the Company pursuant to which the
         Company is or becomes a wholly-owned subsidiary of another company
         after the effective date of the Reorganization.

11.4     Adjustments and determinations under this Article XI shall be made by
         the Administrative Committee, whose decisions as to what adjustments or
         determinations shall be made, and the extent thereof, shall be final,
         binding, and conclusive.


                                   ARTICLE XII
                            Termination and Amendment

12.1     Unless earlier terminated as provided below, this Plan shall terminate
         on, and no Incentive Stock Option shall be granted under this Plan
         after, the tenth (10th) anniversary of the date immediately preceding
         the date this Plan is adopted by the Board. Such termination shall not
         affect the rights of the Administrative Committee or the Company under
         the Plan (including, but not limited to, rights under Article XI above)
         with respect to any Incentive Stock Options theretofore granted or
         shares of Common Stock issued upon exercise thereof.

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12.2     The Board may at any time terminate, suspend or amend the terms of this
         Plan; provided, however, that, except as provided in Article XI above,
         the Board may not, without prior approval by holders of shares of
         Common Stock constituting at least a majority of the shares of Common
         Stock represented in person or by proxy at the meeting at which such
         approval is sought:

                    i.     Change the aggregate number of shares of Common Stock
                           reserved for issuance upon exercise of Incentive
                           Stock Options granted under this Plan;

                   ii.     Increase the period during which Incentive Stock
                           Options may be granted or exercised;

                  iii.     Change the class of employees who are eligible to
                           receive Incentive Stock Options under this Plan; or

                   iv.     Make any change to the terms of this Plan which would
                           cause the Incentive Stock Options granted hereunder
                           to lose their qualification as incentive stock
                           options under Section 422 of the Code.

12.3     Notwithstanding the above, the Administrative Committee may, subject to
         the terms and conditions of this Plan, grant additional Incentive Stock
         Options to an Optionee (if such Optionee is otherwise eligible) or,
         with the consent of the Optionee, grant a new Incentive Stock Option in
         lieu of an outstanding Incentive Stock Option, for a number of shares,
         at an Option Price and for a term which is greater or less than that of
         the earlier Incentive Stock Option.

12.4     No Incentive Stock Option may be granted during any suspension, or
         after termination, of this Plan. Amendment, suspension or termination
         of this Plan shall not, without the consent of the Optionee, alter or
         impair any rights or obligations with respect to any Incentive Stock
         Option theretofore granted or shares of Common Stock acquired upon
         exercise thereof.


                                  ARTICLE XIII
                     Option Agreement and Legend Requirement

Each Incentive Stock Option granted hereunder shall be evidenced by a written
agreement executed by the Company and the Optionee. Such agreement shall contain
the terms of the Incentive Stock Option specified by Article VI, together with
other terms, conditions, and provisions that the Administrative Committee deems
advisable and that are not inconsistent with the terms and conditions of this
Plan. Such agreement shall also provide that, by accepting an Incentive Stock
Option granted under this Plan, the Optionee, for himself or herself, for his or
her Qualified Successor, and for his or her heirs, successors and assigns:

         i. Recognizes, agrees and acknowledges that no registration statement
                    under the Securities Act of 1933, as amended (the "1933
                    Act"), or under any state securities laws, will have been
                    filed as to either the Incentive Stock Option or any shares
                    of Common Stock that may be acquired upon exercise of such
                    Incentive Stock Option;

         ii. Warrants and represents that the Incentive Stock Option and any
                    shares of Common Stock of the Company acquired upon exercise
                    of the Incentive Stock Option will be acquired and held by
                    the Optionee for the Optionee's own account, for investment
                    purposes only, and not with a view towards the distribution
                    or public offering thereof nor with any present intention of
                    reselling or distributing the same at any particular future
                    time;

         iii. Acknowledges and consents to the appearance of a printed legend on
                    the back of each stock certificate representing shares of
                    Common Stock issued upon exercise of the Incentive Stock
                    Option, which legend shall read as follows:

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                                     NOTICE: RESTRICTION ON TRANSFER

                           The securities represented hereby have not been
                           registered under the Securities Act of 1933 or any
                           state securities laws, and may not be offered, sold,
                           transferred, encumbered or otherwise disposed of
                           except upon satisfaction of certain conditions set
                           forth in the ATLAS MINING COMPANY Incentive Stock
                           Option Plan. Information concerning these
                           restrictions may be obtained from the corporation or
                           its legal counsel. Any offer or disposition of these
                           securities without satisfaction of such conditions
                           will be wrongful and will not entitle the transferee
                           to register ownership of the securities with the
                           corporation. These securities may also be subject to
                           repurchase by the corporation upon certain terms and
                           conditions set forth in said documents.

         iv. Agrees not to sell, transfer or otherwise dispose of any shares of
                    Common Stock that may be acquired upon exercise of the
                    Incentive Stock Option unless (i) there is an effective
                    registration statement under the 1933 Act covering the
                    proposed disposition and compliance with governing state
                    securities laws, (ii) the Optionee delivers to the Company,
                    at the Optionee's expense, a "no-action" letter or similar
                    interpretative opinion, satisfactory in form and substance
                    to the Company, from the staff of each appropriate
                    securities agency, to the effect that such shares may be
                    disposed of by the Optionee in the manner proposed, or (iii)
                    the Optionee delivers to the Company, at the Optionee's
                    expense, a legal opinion, satisfactory in form and substance
                    to the Company, of legal counsel designated by the Optionee
                    and satisfactory to the Company, to the effect that the
                    proposed disposition is exempt from registration under the
                    1933 Act and governing state securities laws; and

         v. Agrees to indemnify the Company and hold it harmless from and
                    against any loss, claim or liability, including attorney's
                    fees or other legal expenses incurred in the defense
                    thereof, incurred by the Company as a result of any breach
                    by the Optionee of, or any inaccuracy in, any
                    representation, warranty, covenant or other provision
                    contained in such agreement.

If a registration statement under the 1933 Act is hereafter filed with respect
to Incentive Stock Options granted or to be granted hereunder and the shares of
Common Stock that may be acquired upon exercise of such Incentive Stock Options,
then, following the effectiveness of such registration statement, the provisions
in agreements representing Incentive Stock Options that would otherwise be
required by this Article XIII may, in the discretion of the Administrative
Committee, be modified or eliminated.


                                  ARTICLE XIV
                            Miscellaneous Provisions

14.1     Nothing contained in this Plan shall obligate the Company to employ an
         Optionee for any period, nor shall this Plan interfere in any way with
         the right of the Company to reduce such Optionee's compensation.

14.2     The provisions of this Plan, each Incentive Stock Option issued to an
         Optionee hereunder, and the agreement evidencing such Incentive Stock
         Option under Article XIV above shall be binding upon the Optionee, and
         his or her Qualified Successor, heirs, successors and assigns.

14.3     This Plan shall be construed, administered and enforced in accordance
         with the laws of the United States, to the extent applicable hereto, as
         well as the laws of the State of Idaho.

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<PAGE>

                                   ARTICLE XV
                             Effective Date of Plan

This Plan shall be effective upon adoption of a resolution of the Board
approving it; and it shall be subject to approval, within twelve (12) months
before or after the date it is adopted by the Board, by holders of shares of
Common Stock constituting at least a majority of the shares of Common Stock
represented in person or by proxy at a meeting at which such approval is sought.
This Plan shall also be subject to any requirements imposed by the Director of
the Department of Finance pursuant to the Idaho Securities Act. If the
shareholder approval and notification requirements have not been satisfied on or
prior to January 12, 1998, this Plan and any Incentive Stock Options granted
hereunder prior to such date shall be void.

This Plan is adopted this 19th day of November, 1998.

ATLAS MINING COMPANY



By:
   ------------------------------------
   William T. Jacobson, President



By:
   ------------------------------------
   Marqueta Martinez, Secretary

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