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                                    EXHIBIT 10.10






                              PURCHASE OPTION AGREEMENT




                                        dated




                                     May 1, 1995
                                     -----
      
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                                  TABLE OF CONTENTS



PREAMBLE.................................................................... 1

1.  OPTION.................................................................. 2

2.  ESCROW.................................................................. 2

3.  EXCLUSIVE POSSESSION AND SURFACE RIGHTS PRIORITY ....................... 3

4.  TITLE................................................................... 4

5.  UNDIVIDED INTEREST...................................................... 6

6.  OPTION EXERCISE, TERM OF OPTION AND PAYMENT OF PURCHASE PRICE........... 6
    (a) OPTION EXERCISE..................................................... 6
    (b) TERM OF OPTION...................................................... 6
    (c) PAYMENT OF PURCHASE PRICE........................................... 6

7.  OPERATIONS ............................................................. 7
    (a) SCOPE .............................................................. 7
    (b) STANDARDS OF OPERATIONS ............................................ 7
    (c) COMPLIANCE WITH LAW; RECLAMATION ................................... 7

8.  NO IMPLIED COVENANTS ................................................... 8

9.  PROTECTION FROM LIENS AND DAMAGES....................................... 8

10. TAXES................................................................... 8

11. INSURANCE............................................................... 9

12. INSPECTION.............................................................. 9

13. DATA.................................................................... 9

14. CONFIDENTIALITY........................................................ 10

15. TERMINATION AND SURRENDER.............................................. 10

16. REMOVAL OF PROPERTY.................................................... 11

17. ACCESS................................................................. 11

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18. EASEMENTS.............................................................. 11

19. NOTICES................................................................ 12

20. ASSIGNMENT............................................................. 12

21. NO TRANSFER OR ENCUMBRANCE ............................................ 14

22. FORCE MAJEURE ......................................................... 14

23. SHORT FORM ............................................................ 15

24. INUREMENT.............................................................. 15

25. MODIFICATION........................................................... 15

26. WAIVER................................................................. 15

27. ENTIRE AGREEMENT....................................................... 16

28. CONSTRUCTION........................................................... 16

29. GOVERNING LAW.......................................................... 16

30. TIME OF ESSENCE........................................................ 16

31. TIME COMPUTATIONS...................................................... 16

32. INVALIDITY............................................................. 16

33. COUNTERPARTS........................................................... 17

34. ADDITIONAL DOCUMENTS................................................... 17


                                     EXHIBIT LIST

    No.                                Description
    ---                                -----------

    A.                       Names and Addresses of Owners

    B.                       Description of the Properties

    C.                       Form of General Warranty Deeds

    D.                       Form of Quit Claim Deed

    E.                       Petrotech Oil and Gas Lease

    F.                       Form of Short Form of Agreement



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                              PURCHASE OPTION AGREEMENT

         THIS PURCHASE OPTION AGREEMENT made effective as of the 1st day
of May, 1995 (the "Effective Date"), by and between those persons whose names
and addresses are shown on EXHIBIT A attached hereto and incorporated herein
(individually an "Owner" and collectively the "Owners") and SUMMO USA
CORPORATION, a Colorado corporation, whose address is 1776 Lincoln Street,
Denver, Colorado 80203, ("Summo").

                                       PREAMBLE

         1.   Owners are the owners of two parcels of real property. One of the
parcels contains approximately 320 acres; the other contains approximately 80
acres. The 320 acre parcel is hereafter referred to as the "Plant Parcel" and
the 80 acre parcel is hereafter referred to as the "Exploration Parcel." Both
parcels are hereafter collectively called the "Properties." They are located in
San Juan County, Utah, and are more particularly described on EXHIBIT B attached
hereto and incorporated herein.

         2.   Subject to the Petrotech oil and gas lease hereafter discussed in
Section 4(e) (the "Petrotech Matter"), Summo desires to carry out certain
mineral exploration work on the Properties and certain survey and site
evaluation work on the Plant Parcel. Summo also wishes to acquire the option to
purchase the Properties.


         3.   Owners desire to make the Properties available for the conduct by
Summo of such exploration and survey-site evaluation work thereon and to grant
Summo the option to purchase the Properties.


         NOW THEREFORE, in consideration of Twenty Thousand Dollars
($20,000.00) in hand paid to Owners (the "Signing Bonus"), the receipt and
sufficiency of which is hereby acknowledged, and further in consideration of the
mutual covenants, agreements, and promises herein contained, the parties agree
as follows:

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1.       OPTION.

         (a) Owners grant to Summo during the term of this Agreement the sole
    and exclusive option (the "Option") to purchase the Properties, together
    with all appurtenances, all minerals and mineral rights except as hereafter
    expressly excluded, all water and water rights incident thereto and all
    improvements and personal property thereon, free and clear of all liens and
    encumbrances, for a total purchase price of Two Hundred Forty Thousand
    Dollars ($240,000.00) (the "Purchase Price). Summo shall be entitled to a
    credit against the purchase price for all costs and expenses incurred by
    Summo under the provisions of Section 4 hereof. If either of the Properties
    are placed into commercial production at any time during the term of the
    Option (the "Term") as hereafter defined, Summo shall exercise the option
    by providing written notice of exercise to Owners within ten (10) days of
    the date of first shipment for sale of ores, concentrates, metals and other
    mineral products. Within thirty (30) days after such notice Summo shall pay
    the Purchase Price to Owners in the manner provided in Section 6(c) 
    hereof. "Commercial production" shall mean the processing and sale of ores,
    concentrates, metals and other mineral products which have been mined on
    either of the Properties but which shall not include processing for the
    purpose of testing or milling by a pilot plant. Whether or not either of
    the Properties are placed into commercial production during the Term of the
    Option, Summo shall also have the right to exercise the Option as hereafter
    provided.

         (b) The Option shall NOT include any rights in and to any oil, gas
    distillate, other hydrocarbons or sulfur appurtenant to the Properties (the
    "Oil and Gas Rights"), which shall remain the property of the Owners.

2.      ESCROW.

        (a) Contemporaneously with the execution of this Agreement, Owners 
shall execute, acknowledge, and deliver to the Escrow Agent as hereafter 
defined one or more general warranty deeds (the "Deeds") conveying the 
Properties to Summo in the form (without legal descriptions) of EXHIBIT C 
attached hereto and incorporated

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    herein but reserving to the Owners (i) the Oil and Gas Rights and (ii) a
    royalty of one percent (1%) of the net returns from all ores, minerals,
    concentrates or other products mined and removed from the Exploration
    Parcel and sold or processed by Summo.

         (b) Contemporaneously with the execution of this Agreement, Summo
    shall (i) execute, acknowledge and deliver to Escrow Agent a quit claim deed
    conveying the Properties back to Owners and terminating the Surface Rights
    Priority (the "Quit Claim Deed") in the event Summo fails to exercise the
    Option during the Term thereof (The form of the Quit Claim Deed (without
    legal descriptions) is attached hereto as EXHIBIT D and incorporated
    herein), and (ii) deliver to Escrow Agent a check for $20,000 for the
    balance of the signing bonus ("Signing Bonus Balance") to be held by Escrow
    Agent in accordance with the provisions of Section 4(e)(iv) hereof.

         (c) Owners and Summo hereby appoint CB&S Nominee, Inc., 1800 One
    Norwest Center Building, 1700 Lincoln Street, Denver, Colorado 80203 as
    their  Escrow Agent (i) to receive and distribute the $20,000 Signing Bonus
    Balance to the party entitled to receive same, (ii) to receive and
    distribute payment of the Purchase Price; (iii) to hold the Deeds and
    deliver them to the party entitled to receive the same under the escrow
    instructions executed contemporaneously herewith by the Owners, Summo and
    the Escrow Agent (the "Escrow Instructions"); and (iv) to hold the Quit
    Claim Deed for delivery to the party entitled to receive the same under the
    Escrow Instructions. The parties hereto agree that the Escrow Agent shall
    act only pursuant to the Escrow Instructions.

3.       EXCLUSIVE POSSESSION AND SURFACE RIGHTS PRIORITY.

         (a) Subject to the Petrotech Matter, Summo shall have the exclusive
    possession of and surface rights priority in and to the Properties during
    the Term of the Option and thereafter if the Option is exercised.

         (b) In the event during the Term of the Option that the Owners shall
    enter into any oil or gas leases or any other agreements regarding the
    Properties all or any

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    portion of the Properties, the surface rights to the Properties of any
    lessees or third parties thereunder shall at all times be subordinate to
    the surface rights to the Properties herein granted to Summo (the "Surface
    Rights Priority"), which shall be specifically designated in the Short Form
    of Agreement to be executed by Owners and Summo pursuant to Section 23
    hereof.



4.       TITLE.

         (a) Lisbon Land & Livestock Company ("Lisbon L&L"), a Colorado general
    partnership, is record owner of the Properties. The Owners warrant that
    Warren J. Wood, Wilbur L. Wood, Wesley 0. Wood, Wm. H. Wood and Willard G.
    Wood constitute all of the general partners of Lisbon L&L. Except for the
    Petrotech Matter, Owners warrant that they are in sole possession of the
    Properties, that they have the right to enter into this Agreement, that
    they know of no other person claiming any interest in the Properties or the
    ground covered thereby, and that the Properties are free from all liens,
    encumbrances leases, claims of leasehold interests, restrictions, easements
    and any other limitations on the rights granted Summo hereunder, except
    liens for property taxes not yet due and payable. Subject to the Petrotech
    Matter, Owners further warrant to Summo the quiet enjoyment of the
    Properties and the right to explore, develop and mine the same in accordance
    with the rights herein granted to Summo.

         (b) Owners warrant and will defend title of the Properties against all
    persons whomsoever except for the Petrotech Matter.

         (c) At Summo's request, Owners shall take all action necessary
    (including judicial proceedings) to remove any cloud from or cure any
    defect in their title to the Properties or the ground covered thereby,
    including the Petro-Tech Oil & Gas Lease as hereafter defined and obtaining
    the Petro-Tech Sign-Off as hereafter defined. If Owners fail or refuse to
    take any such action, Summo may take any such action in Owners' names and
    at Owners' expense. In the event Owners are unable to obtain the requisite
    Petro-Tech Sign-Off within the time frame required under Section 4(e)(iv),
    then any expenses or costs thereafter so incurred by Summo, including any

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    cost incurred by Summo to obtain the Petro-Tech Sign-off, shall be credited
    against the Purchase Price. Owners agree to cooperate with Summo in any
    such action.

         (d)  Summo shall not be estopped to deny the validity of Owners'
    title.

         (e)  (i)  On or about January 4, 1993, Owners leased the Plant Parcel
    to Petrotech Corp. ("Petrotech") pursuant to a certain Oil and Gas Lease
    that was recorded in the Recorder's Office of San Juan County, Utah as
    Entry No. 005355 (the "Petrotech Oil-Gas Lease"), a true, correct and
    complete copy of which is attached hereto and made a part hereof as EXHIBIT
    E.

              (ii)  To the best of Owners' actual knowledge, Petrotech has not
    conducted any testing, prospecting or drilling activities on the Plant
    Parcel nor has Petrotech installed or constructed any pipelines, tanks,
    roads, buildings or other structures thereon.

              (iii)   Owners acknowledge that during the term of the Option,
    Summo intends to conduct exploratory investigations, mineral prospecting,
    soil testing, survey and geophysical surveys, core drilling and other
    studies on the Plant Parcel to determine, among other things, the
    feasibility of constructing a plant facillity thereon for use in
    conjunction with Summo's copper exploration and mining activities in the
    Lisbon Valley and that extensive acreage is required for such a facility.
    Owners further acknowledge that conflicts might arise between Summo and
    Petrotech regarding the use of the surface of the Plant Parcel during the
    Term of the Option and thereafter if the Option is exercised by Summo.


              (iv)  Owners accordingly agree to use their best efforts to
    obtain at their sole expense on or before July 31, 1995 a recordable
    document executed by Petrotech or its successors and assigns (the
    "Petro-Tech Sign-off") which either wholly terminates the Petrotech Oil-Gas
    Lease or which subordinates the rights of Petrotech or its successors and
    assigns to utilize the surface of the Plant Parcel to the rights of Summo
    as herein granted as well as the rights of Summo as owner of the Plant
    Parcel if the Option is exercised. The terms of such subordination must be
    satisfactory to Summo as evidenced by a written approval executed by Summo.
    If the  Petro-Tech Sign-off approved by Summo is received by Escrow Agent
    by August 7,


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    1995, promptly upon receipt thereof Escrow Agent shall distribute the
    $20,000 Signing Bonus Balance to Owners. If the Petro-Tech Sign-off is not
    received by Escrow Agent by August 7, 1995, (i) Escrow Agent shall return
    the $20,000 Signing Bonus Balance to Summo and (ii) this Agreement/Option
    shall continue in full force and effect in accordance with its terms and
    conditions unless terminated by Summo as hereafter provided.

5.       UNDIVIDED INTEREST. If the interest claimed by any Owner in any
    portion of the Properties is less than one hundred percent, the interest
    claimed by such Owner is set forth in EXHIBIT A. Any representation or
    warranty of title made by any Owner shall apply only to the interest set
    forth in EXHIBIT A.

6.       OPTION EXERCISE, TERM OF OPTION AND PAYMENT OF PURCHASE PRICE.

         (a)  OPTION EXERCISE. Subject to the provisions of Section 1(a), the
    Option may be exercised by Summo at any time during the term of the Option
    by providing written notice of Option exercise to Owners.

         (b)  TERM OF OPTION. The Term of the Option shall be for the period
    commencing with the Effective Date hereof and ending September 30, 1995.

         (c)  PAYMENT OF PURCHASE PRICE. Within thirty (30) days after notice
    of Option exercise is given, Summo shall pay the Purchase Price by check
    which shall be made payable to and shall be transmitted to the Escrow
    Agent. The amount of Purchase Price shall be reduced by the amount of any
    credit to which Summo is entitled under Section 1(a) and 4(c) hereof. The
    Escrow Instructions will instruct the Escrow Agent how the payment shall
    be disbursed. Upon making such payment to the Escrow Agent, Summo shall be
    deemed to have paid the Purchase Price to Owners, their heirs,
    representatives, successors, and assigns, and thereupon Summo shall be
    discharged to the extent thereof as if the payment had been made directly
    to Owners, or to any person, firm or corporation entitled thereto, and
    Summo shall not be liable for the ultimate distribution or receipt of any
    payment or payments.

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7.       OPERATIONS.

         (a)  SCOPE.  During the Term of the Option, Summo shall have free and
    unrestricted access to the Properties including the surface rights thereof
    shall have the right and privilege of conducting exploratory investigations
    and prospecting for mineral deposits on the Properties and the right and
    privilege of performing survey and other site evaluation work on the Plant
    Parcel. Such prospecting on the Properties shall include, but not be
    limited to, soil testing, geophysical surveys, core drilling, shaft
    sinking, tunnel and mine building and the removal of ore for testing
    purposes but not removal of ore for sale but subject, nevertheless, to the
    provisions of Section 1(a). Summo shall also have the right to erect and
    maintain upon each of the Properties any improvements, structures, or
    facilities including mines, shafts, tunnels and buildings as may be
    necessary or convenient for the conduct of its operations.

         (b)  STANDARDS OF OPERATIONS.  Summo shall conduct all operations on
    title Properties in a good and workmanlike manner and in accordance with
    accepted mining practice.

         (c)  COMPLIANCE WITH LAW; RECLAMATION.  Summo shall endeavor in good
    faith to comply with applicable provisions of federal, state and local laws
    and regulations, as required by the operation permits issued to Summo by
    these agencies under which Summo shall conduct its operations. If this
    Agreement is terminated or if the Option is not exercised during its Term,
    Summo shall (i) reclaim only those portions of the Properties disturbed by
    its operations and in compliance with all applicable govermnental laws,
    regulations and orders ("Govermnentally Required Condition"), and (ii)
    Summo shall have the right, without payment of any additional consideration
    to Owners, to enter upon the Properties subsequent to termination of this
    Agreement or the expiration of the Term of the Option for purposes of
    performing such reclamation work. Any such reclamation work shall be
    pursued to a final and Governmentally Required Condition on a forthwith
    basis without unnecessary delay upon termination of this Agreement.

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<PAGE>

8.       NO IMPLIED COVENANTS.  No covenants or conditions relating to the
    exploration or related operations on or in connection with the Properties
    or the timing thereof other than those expressly provided in this
    Agreement, shall be implied. After commencing any exploration or related
    operations on or in connection with the Properties and so long as this
    Agreement has not been terminated before the expiration of its Term, Summo
    may in its sole discretion curtail or cease such operations.


9.       PROTECTION FROM LIENS AND DAMAGES.  Summo shall keep the Properties
    free of liens for labor performed or materials or merchandise furnished for
    use on the Properties under this Agreement, and shall hold Owners harmless
    from all costs, loss or damage which may result from any work or operations
    of Summo or its occupancy of the Properties.

10.      TAXES.  Owners shall pay all taxes levied against the Properties prior
    to the Effective Date of this Agreement. Summo shall pay or reimburse
    Owners for all taxes levied against the Properties during the Term of the
    Option. In the case of taxes for the calendar year in which the Term of the
    Option commences and for the calendar year in which the Term ends, there
    shall be an apportionment between the parties, Summo to bear the proportion
    of taxes upon the Properties applicable to that part of the calendar year
    included during the Term hereof and Owners to bear the balance of the
    taxes. Summo shall also pay all taxes levied during the Term of the Option
    against all buildings, structures, machinery, equipment, personal property,
    fixtures and improvements placed upon the Properties by Summo, and all
    taxes levied against Summo as an employer of labor. All taxes shall be paid
    when due and before delinquent, but Summo shall be under no obligation to
    pay any tax so long as the tax is being contested in good faith by
    appropriate legal proceedings and the nonpayment thereof does not adversely
    affect any right, title or interest of Owners in or to the Properties.


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11.      INSURANCE. Summo shall carry at all times during the term of the
    Option worker's compensation and other insurance required by state laws and
    mining regulations, or Summo may self-insure as to such matters if it
    qualifies as a self-insurer under the appropriate laws and regulations.
    Summo will hold Owners harmless from any and all liability for any claim of
    loss or damage arising out of the operations of Summo, its agents,
    representatives, employees and assignees hereunder.

12.      INSPECTION.

         (a) Owners or their authorized representative may enter on the
    Properties at any reasonable time for the purpose of inspection, but shall
    enter at their own risk and so as not to hinder unreasonably the operations
    of Summo. Owners shall indemnify and hold Summo harmless from any damage,
    claim or demand by reason of injury to or the presence of Owners, their
    agents or representatives on the Property.

         (b)  Owners or their authorized representative may, at any reasonable
    time, inspect any records pertinent and necessary for substantiating the
    compliance by Summo with the provisions of this Agreement.

13.      DATA. (a)  Upon the execution of this Agreement, Owners shall deliver
    to Summo any and all drill core, all geological, geophysical, engineering
    data and maps, logs of drill holes, results of assaying and sampling and
    similar data concerning the Properties (or copies thereof) which are in
    Owners' possession or control.

         (b)  Upon the surrender or other termination of this Agreement (except
    upon exercise of the Option and full payment of the Purchase Price as
    provided in Section 1(a) and Section 6(c) hereof), Summo shall, within
    sixty days after termination, (i) return to Owners all drill core and
    original data delivered by Owners to Summo which are then in Summo's
    possession or control, and (ii) make available for inspection by Owners all
    factual geological and geophysical data and maps (not including
    interpretive data), logs of drill holes, drill core or cuttings and results
    of assaying and sampling pertaining to the Properties which Summo has
    obtained as a

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    result of its exploration work under this Agreement and which are then in
    Summo's possession or control or any assignee of Summo or in the possession
    or control of any third party equity owner in Summo or an assignee of such
    third party equity owner. Upon Owners' request made within ninety (90) days
    after termination of this Agreement, Summo shall at Owners' expense provide
    Owners with the drill core or cuttings designated by Owners and with copies
    of any portion of the factual geological and geophysical data and maps (not
    including interpretive data), logs of drill holes and results of assaying
    and sampling designated by Owners. Summo makes no representation or
    warranty as to the accuracy or completeness of any such data or information
    and shall not be liable on account of any use by Owners or any other person
    of any such data or information. Summo shall not be liable for the loss or
    destruction of any drill core or cuttings.

14.      CONFIDENTIALITY.  During the Term of the Option, all information
    obtained by Owners or their authorized representatives from Summo or
    arising out of Summo's activities on the Properties pursuant to this
    Agreement shall be kept strictly confidential by Owners and shall not be
    released to any third party except with the prior written consent of Summo.

15.      TERMINATION AND SURRENDER.

         (a)  A failure by Summo to pay the Purchase Price within 30 days after
    exercise of the Option as provided in Section 1(a) and in Section 6(c)
    hereof shall constitute a termination of this Agreement effective upon the
    expiration of such 30 day period. Upon the effective date of such
    termination, all rights of Summo under this Agreement, except as provided
    in Sections 16 and 17 hereof, shall terminate and all liabilities and
    obligations of Summo hereunder (including the obligation of paying the
    purchase price under Section 6(c) hereof) shall likewise thereupon
    terminate except as provided in Sections 7(c) and 13(b) hereof.

         (b)  Summo may also at any time terminate this Agreement and the
    Option by delivering to Owners or by filing for record in the appropriate
    office (with a copy

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    to Owners) a good and sufficient Surrender of this Agreement. Upon mailing
    the Surrender to Owners or to the appropriate office, all rights of Summo
    under this Agreement shall terminate, except as provided in Sections 16 and
    17 hereof, and all liabilities and obligations of Summo under this Agreement
    shall likewise terminate except as provided in Section 7(c) and 13(b)
    hereof and except liability for payment of the purchase price under Section
    1 hereof if such became due more than 30 days prior to the date of such
    termination.

16.      REMOVAL OF PROPERTY.  For a period of six (6) months after the
    termination of this Agreement Summo shall have the right (but not the
    obligation except to the extent set forth in Section 7(c) hereof) to remove
    from the Properties all buildings, structures, machinery, equipment,
    personal property, fixtures, and improvements owned by Summo or erected or
    placed on or in the Properties by Summo, except mine timbers in place.
    Summo may keep one or more watchmen on the Properties during the six-month
    period.

17.      ACCESS.  Subject to the provisions of Section 7(c) of this Agreement,
    for as long as necessary after termination of this Agreement or Summo's
    failure to exercise the Option during the Term thereof, Summo shall have the
    right of access to and across the Properties for reclamation purposes.


18.      EASEMENTS. If requested by Summo during the term of this Agreement or
    following the exercise of the Option, Owners shall execute one or more
    instruments granting to Summo without cost to Summo easements upon, over or
    through the Properties or upon, over or through other property owned by
    Owners, for the construction, maintenance, use, and removal of pipe lines,
    telephone lines, electrical power or transmission lines, roads, railroads,
    tramways, flumes, ditches, shafts, drifts, tunnels and other facilities
    necessary or convenient for Summo's operations on the Properties or on
    other property.


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19.      NOTICES. All notices and other communications to any party shall be in
    writing and shall be sufficiently given if delivered in person or sent by
    certified or registered mail, return receipt requested, addressed as
    hereinafter set forth. Notices given by mail shall be deemed delivered as
    of the date of mailing. Until a change of address is communicated as
    indicated above, all notices to Owners shall be addressed:

         Lisbon Land & Livestock Company
         9220 W. Kerry Lane
         Peoria, Arizona 85382

         Warren J. Wood - c/o Lisbon Land & Livestock Company
         Elsie Wood - c/o Lisbon Land & Livestock Company

         Wilbur L. Wood - c/o Lisbon Land & Livestock Company
         Ethel Wood - c/o Lisbon Land & Livestock Company

         Wesley 0. Wood - c/o Lisbon Land & Livestock Company
         Donna Wood - c/o Lisbon Land & Livestock Company

         Wm. H. Wood - c/o Lisbon Land & Livestock Company
         Louise M. Wood - c/o Lisbon Land & Livestock Company

         Willard G. Wood - c/o Lisbon Land & Livestock Company
         Betty Wood - c/o Lisbon Land & Livestock Company

     and all notices to Summo shall be addressed:

         Summo USA Corporation
         1776 Lincoln Street
         Denver, Colorado 80203

         Attn: Gregory A. Hahn

20.       ASSIGNMENT.

          (a)  The rights of any party hereunder may be assigned in whole or in
     part without the consent of the other parties hereto, subject to the
     following provisions:

          (b)  No change or division in the ownership of the Properties or the
     payment provided for herein, however accomplished, shall enlarge the
     obligations or diminish the rights or obligations of Summo hereunder.
     Owners covenant that any

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     change in their ownership shall be accomplished in such a manner that Summo
     shall be required to make payment and to give notices to but one person,
     firm or corporation, and upon breach of this covenant, Summo may retain all
     monies otherwise due to Owners until the breach has been cured. No change
     or division in ownership shall be binding on Summo until 30 days after
     Owners have given Summo a certified copy of the recorded instrument
     evidencing the change or division.

          (c)  No assignment by Summo of the whole or an undivided interest in
     this Agreement or the Option shall relieve Summo of liability for any
     subsequent breach by the assignee of any of Summo's obligations hereunder.
     If this Agreement/Option is assigned as to a segregated portion of the
     Properties, default by the holder hereunder of that portion shall not
     affect the rights of holders hereunder of any other portion.

          (d)  If Owners or any of them receive and propose to accept a bona 
     fide written offer from an unrelated third party to purchase, subject to 
     the terms of this Agreement, and purpose to accept all or any part of 
     Owners' interest in the Properties or in this Agreement, such Owners 
     shall first offer the interest to Summo stating the interest proposed to 
     be sold or otherwise disposed of, the offering price from such third 
     party and the other terms and conditions of sale. Summo may accept the 
     offer on the same terms and conditions as such third party offer by 
     notice to Owners given within 60 days following the date of Owners' 
     offer. If Summo does not accept Owners' offer, Owners may sell or 
     otherwise dispose of the interest offered to Summo at a price and upon 
     terms and conditions equal to or less favorable to the third party than 
     those offered to Summo provided that the sale or other disposition is 
     effectuated within 120 days from the effective date of Owners' offer. 
     Any sale or other disposition shall be subject to the terms of this 
     Agreement, including this subsection (d), all of which shall survive the 
     closing of any such sale in full force and effect. If Owners do not sell 
     or otherwise dispose of the interest offered within such 120 day period, 
     the provisions of this subsection (d) shall apply to any subsequent 
     offer received by Owners.

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21.      NO TRANSFER OR ENCUMBRANCE.  Without Summo's prior written
     consent, neither Owners nor any Owner during Term of this 
     Agreement/Option shall (a) sell, transfer, assign or convey any interest 
     in the Properties without Summo's prior written consent or otherwise in 
     accordance with the provisions of Section 20(d) hereof; (b) do or fail 
     to do any act or thing which would cause or permit any part of the 
     Properties to be pledged, collateralized or stand as security for any 
     matter whatsoever; (c) enter into any leases or other agreements 
     concerning the Properties or any part thereof except in connection with 
     the Oil and Gas Rights; or (d) enter into any leases, contracts or other 
     agreements concerning the Oil and Gas Rights in contravention of the 
     Surface Rights Priority herein granted to Summo.

22.      FORCE MAJEURE.

          (a)  If Summo shall be prevented by Force Majeure from timely
     performance of any of its obligations hereunder (except the payment of the
     Purchase Price), the failure of performance shall be excused and the period
     for performance and the Term of the Option and this Agreement shall be
     extended for an additional period equal to the duration of the Force
     Majeure. Upon the occurrence and upon the termination of any Force Majeure,
     Summo shall promptly notify Owners. Summo shall use reasonable diligence to
     remedy a Force Majeure but shall not be required against its better
     judgment to settle any labor dispute or contest the validity of any law or
     regulation or any action or inaction of civil or military authority.

          (b)  "Force Majeure" means any cause beyond Summo's reasonable
     control, including law or regulation, action or inaction of civil or
     military authority, inability to obtain any license, permit, or other
     authorization that may be required to conduct operations on or in
     connection with the Properties in connection with this Agreement; unusually
     severe weather, mining casualty, fire, explosion, flood, insurrection,
     riot, labor dispute, inability after diligent effort to obtain workmen or
     material, delays in transportation and acts of God; unavailability of a
     suitable market for the ores, minerals, concentrates or other products from
     the Properties; and excessive costs of mining, milling, processing or
     marketing, or insufficient prices

                                          14


<PAGE>

     available for the ores, minerals, concentrates or other products produced
     from the Properties which render Summo's operations uneconomic.

23.       SHORT FORM. Contemporaneously herewith, Summo and Owners have executed
     and delivered a Short Form of Agreement. Summo may record the Short Form or
     this Agreement, or both, as it may elect. The form of such Short Form of
     Agreement is attached hereto and incorporated herein as EXHIBIT F.

24.       INUREMENT.   All covenants, conditions, limitations and provisions
     herein contained apply to and are binding upon the parties hereto, their
     heirs, representatives, successors and assigns.

25.       MODIFICATION. No modification, variation, or amendment of this
     Agreement shall be effective unless the modification, variation or
     amendment is in writing and is signed by Owners and Summo.

26.       WAIVER. No waiver of any breach or default under this Agreement shall
     be effective unless the waiver is in writing and signed by the party
     against whom the waiver is claimed. No waiver of any breach or default
     shall be deemed to be a waiver of any other or subsequent breach or
     default.

27.       ENTIRE AGREEMENT. This Agreement sets forth the entire agreement of
     the parties and, except as herein expressly provided, supersedes all
     previous and contemporaneous agreements, representations, warranties or
     understandings, written or oral.

28.       CONSTRUCTION. The paragraph headings are for convenience only, and
     shall not be used in the construction of this Agreement.

                                          15


<PAGE>

29.       GOVERNING LAW.  The formation, interpretation, and performance of this
     Agreement shall be governed by the law of the state of Colorado.


30.       TIME OF ESSENCE. Except as set forth in Section 22, hereof, time is of
     the essence in the performance of each and every term, condition, and
     covenant of this Agreement.

31.       TIME COMPUTATIONS. In computing the time permitted or required for
     performance or payment as provided hereunder, the first day shall be
     excluded and the last day shall be included. If the last day of any such
     period is a Saturday, Sunday or legal holiday, the period shall extend to
     include the next day which is not a Saturday, Sunday, or legal holiday. Any
     performance or payment which must be taken or made under this Agreement
     must be taken or made prior to 5:00 p.m. (Denver, Colorado time) of the
     last day of the applicable period provided hereunder for such action,
     unless another time is expressly specified. All references to time shall be
     Denver, Colorado time. If a date for performance or payment falls on a
     holiday or weekend, the time for performance or payment shall be extended
     to the next business day, and if performance or payment has occurred on
     such weekend or holiday it shall be deemed to have occurred on the next
     business day.

32.       INVALIDITY.  The invalidity of any provision of this Agreement shall
     not affect the enforceability of any other provision of this Agreement.

33.       COUNTERPARTS.  This Agreement may be executed in any number of
     counterparts, each of which shall be deemed to be an original and all of
     which together shall constitute one and the same agreement. If any person
     named as one of the Owners does not execute this Agreement, it nevertheless
     shall be binding upon those Owners executing it.


                                          16


<PAGE>

34.       ADDITIONAL DOCUMENTS.  Owners will provide Summo with such additional
     documents as may be necessary to carry out the purposes of this Agreement.
     If conditions change by reason of conveyances, assignments or other matters
     relating to the title to or description of the Properties, Owners and Summo
     shall execute amendments of this Agreement, the Short Form of Option
     Agreement and any other documents which may be necessary to reflect such
     changed conditions.

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.



                                   LISBON LAND & LIVESTOCK
                                   COMPANY, a Colorado general partnership



                                   By:/s/Warren J. Wood
                                      -------------------------------------
                                      Warren J. Wood, general partner


                                   By:/s/Wilbur L. Wood
                                      -------------------------------------
                                      Wilbur L. Wood, general partner


                                   By:/s/Wesley O. Wood
                                      -------------------------------------
                                      Wesley O. Wood, general partner


                                   By:/s/William  H. Wood
                                      -------------------------------------
                                      Wm. H. Wood, general partner


                                   By:/s/Willard G. Wood
                                      -------------------------------------
                                      Willard G. Wood, general partner




/s/Warren J. Wood                     /s/Elsie Wood
-----------------------------         ------------------------------------
Warren J. Wood, Individually          Elsie Wood, Individually


                                          17


<PAGE>


/s/Wilbur L. Wood                     /s/Ethel Wood
-------------------------------       ---------------------------------
Wilbur L. Wood, Individually          Ethel Wood, Individually

/s/Wesley O. Wood                     /s/Donna Wood
-------------------------------       ---------------------------------
Wesley 0. Wood, Individually          Donna Wood, Individually


/s/William H. Wood                    /s/Louise M. Wood
-------------------------------       ---------------------------------
Wm. H. Wood, Individually             Louise M. Wood, Individually


/s/Willard G. Wood                    /s/Betty Wood
-------------------------------       ---------------------------------
Willard G. Wood, Individually         Betty Wood, Individually



                                      SUMMO USA CORPORATI0N, a
                                      Colorado corporation


                                      By:/s/Gregory A. Hahn
                                         -------------------------------
                                         Gregory A. Hahn, Vice President


STATE OF COLORADO        )
                         )ss.
COUNTY OF MESA           )


          On this 26th day of April, 1995 before me the undersigned, a notary 
public, personally appeared Warren J. Wood, Wilbur L. Wood, Wesley 0. Wood, 
Wm. H. Wood and Willard G. Wood as all of the general partners of Lisbon Land 
& Livestock Company, a Colorado general partnership, known to me (or proved 
to me on the oath of Wesley 0. Wood (to be the persons whose names are 
subscribed to the within instrument and acknowledged that they each executed 
the same for and on behalf of said partnership.

My Commission Expires:  2/6/99          [ILLEGIBLE]
                       ---------        --------------------------------
                                        Notary Public


                                          18


<PAGE>

                                    ACKNOWLEDGMENT



STATE OF CALIFORNIA      )
                         )  ss
COUNTY OF SANTA BARBARA  )



     On this 19th day of April, 1995, before me, Belinda  Poindexter, a notary
public in and for the State of California,  personally appeared WILLIARD G. WOOD
AND BETTY WOOD, personally  known to me (or proved to me on the basis of
satisfactory evidence) to be the persons whose names are subscribed to the
within  instrument, and acknowledged to me that they executed the same in their
individual capacities, and that by their signature on the instrument, the
persons executed the instrument.

WITNESS my hand and official seal.

                                             [SEAL]
                                             Belinda Poindexter
                                             Comm. #1020189
                                             NOTARY PUBLIC CALIFORNIA
                                             SANTA BARRARA COUNTY
                                             Comm Expires March 17, 1998


Signature /s/ Belinda Poindexter
              ------------------------

<PAGE>


STATE OF OREGON     )
                    )ss.
COUNTY OF MARION    )

          On this 18th day of April, 1995 before me the undersigned, a notary 
public, personally appeared Warren J. Wood and his wife Elsie Wood known to 
me (or proved to me on the oath of ______________ (to be the persons whose 
names are subscribed to the within instrument, and acknowledged that they 
each executed the same.

My Commission Expires: 11-8-96                /s/T. Nichols
                       -----------------      -----------------------
                                                Notary Public

                                                  [OFFICIAL SEAL]
                                                  T. NICHOLS
                                                  NOTARY PUBLIC - OREGON
                                                  COMMISSION NO-019514
                                             MY COMMISSION EXPIRES NOV 08, 1996



STATE OF OREGON     )
                    )ss.
COUNTY OF MARION    )


          On this 18th day of April 1995 before me the undersigned, a notary 
public, personally appeared Wilbur L. Wood and his wife Ethel Wood known to 
me (or proved to me on the oath of __________________________ (to be the 
persons _____________ whose names are subscribed to the within instrument, 
and acknowledged that they each executed the same.

My Commission Expires: 11-8-96                /s/T. Nichols
                       -----------------      -----------------------
                                                Notary Public

                                                  [OFFICIAL SEAL]
                                                  T. NICHOLS
                                                  NOTARY PUBLIC - OREGON
                                                  COMMISSION NO-019514
                                             MY COMMISSION EXPIRES NOV 08, 1996



STATE OF COLORADO  )
                   )ss.
COUNTY OF MESA     )

          On this 14th day of April, 1995 before me the undersigned, a notary 
public, personally appeared Wesley 0. Wood and his wife Donna Wood known to 
me (or proved to me on the oath of _______________ (to be the persons whose 
names are subscribed to the within instrument, and acknowledged that they 
each executed the same.

My Commission Expires: 2/6/99                /s/ [ILLEGIBLE]
                       --------------------  --------------------------
                                             Notary Public


                                          19


<PAGE>

STATE OF _________  )
                    )ss.
COUNTY OF ________  )



          On this _______ day of ______________________, 19__ before me the 
undersigned, a notary public, personally appeared Willard G. Wood and his 
wife Betty Wood known to me (or proved to me on the oath of 
___________________ (to be the persons whose names are subscribed to the 
within instrument, and acknowledged that they each executed the same.

My Commission Expires: ___________________   __________________________
                                             Notary Public


STATE OF ARIZONA    )
                    )ss.
COUNTY OF MARICOPA  )

          On this 21 day of April, 1995 before me the undersigned, a notary 
public, personally appeared Wm. H. Wood and his wife Louise Wood known to me 
(or proved to me on the oath of _____________________ (to be the persons 
whose names are subscribed to the within instrument, and acknowledged that 
they each executed the same.

My Commission Expires:   [ILLEGIBLE]              /s/Connie L. Sanchez
                         -----------------------  ----------------------
                                                  Notary Public


STATE OF COLORADO             )
                              ) ss.
CITY AND COUNTY OF DENVER     )

          The foregoing instrument was acknowledged before me this 10th day of
April, 1995, by Gregory A. Hahn, the Vice President of Summo USA Corporation, a
Colorado corporation, on behalf of the corporation.


Commission Expires: Feb. 14, 1997                 James C. Robertson
                   -----------------------        -------------------------
                                                  Notary Public

[OFFICIAL SEAL]
JAMES C. ROBERTSON
NOTARY PUBLIC
STATE OF COLORADO

                                          20


<PAGE>

                                      EXHIBIT A


                                        OWNERS


Name and Address                                       % Interest
-----------------                                      ----------
Lisbon Land & Livestock Company         100%
9220 W. Kerry Lane
Peoria, AZ 85382


Warren J. Wood and Elsie Wood,          Undivided 20% Partnership Interest
husband and wife*

Wilbur L. Wood and Ethel Wood,          Undivided 20% Partnership Interest
husband and wife*

Wesley 0. Wood and Donna Wood,          Undivided 20% Partnership Interest
husband and wife*

Wm H. Wood and Louise M. Wood,          Undivided 20% Partnership Interest
husband and wife*

Willard G. Wood and Betty Wood,         Undivided 20% Partnership Interest
husband and wife*


*All care of: Lisbon Land & Livestock Company at the above address


<PAGE>


                                      EXHIBIT B

     The following parcels of real property located in San Juan County, Utah:


Plant Parcel:
-------------

          T 30 S, R 25 E, Sec. 26 - SW/4, W2 SE/4
          T 30 S, R 25 E, Sec. 35 - NE/4 NW/4, NW/4 NE/4

Exploration Parcel:
------------------

          T 31 S, R 26 E, Sec. 6 - SW/4 NW/4, NW/4 SW/4



<PAGE>

                                      EXHIBIT C
                              [form of individual deed]

Recorded at the request of __________________  at___________ a.m./p.m. Fee paid
___________________________________Dollars _______________________
Recorder, by ________________________, DEP Book ________________, Page _______
Mail Tax Notice to __________________________________________________________
Address _____________________________________________________________________



                                    WARRANTY DEED

          THIS DEED, made this _________ day of _________________, 1995, by
______________________ and ____________________, husband and wife, whose
address is c/o Lisbon Land & Livestock Company, 9220 West Kerry Lane, Peoria,
Arizona 85382, collectively the Grantor, and Summo USA Corporation, a Colorado
corporation, whose address is 1776 Lincoln Street, Denver, Colorado 80203,
Grantee:

                                 W I T N E S S E T H:

          That the Grantor, for and in consideration of the sum of $48,000, the
receipt and sufficiency of which is hereby acknowledged, has granted,
bargained, sold and conveyed, and by these presents does grant, bargain, sell,
convey and confirm unto the Grantee, its successors and assigns forever, an
undivided twenty percent (20%) interest in and to all the real properties
together, with improvements, if any, situate, lying and being in the County of
San Juan, State of Utah, as described on EXHIBIT A attached hereto and
incorporated herein (the "Properties"). 

          TOGETHER with all and singular the hereditaments and appurtenances 
thereto belonging, or in anywise appertaining, and the reversions, remainder, 
rents, issues and profits thereof, and all the estate, right, title, interest, 
claim and demand whatsoever of the Grantor, either in law or equity, of, in 
and to the Properties, with the hereditaments and appurtances,

          BUT FOREVER RESERVING UNTO GRANTOR the following:

<PAGE>

          (a)  An undivided twenty percent (20%) interest in and to all rights
in and to any oil, gas distillate, other hydrocarbons or sulphur appurtenant to
the Properties, which shall remain the property of Grantor; and

          (b)  A royalty of one-fifth of one percent (1%) of the Net Returns
from all ores, minerals, concentrates or other products mined and removed from
the Exploration parcel described on EXHIBIT A hereto and sold or processed by
Grantee. For purposes hereof, the phrase "Net Returns" means:


          The amount received by Grantee or its successors and assigns from the
          purchaser of the ores, minerals, concentrates or other products less
          the following items to the extent borne by Grantee or its successors
          and assigns: sales, severance and other similar taxes, purchaser's
          treatment charges or costs, and charges for and taxes on
          transportation from the mine to the place of sale;

          TO HAVE AND TO HOLD the Properties above-bargained and described with
the appurtenances, unto the Grantee, its successors and assigns forever. And the
Grantor, for itself and its successors and assigns, does covenant, grant,
bargain and agree to and with the Grantee, its successors and assigns, that at
the time of the ensealing and delivery of these presents, Grantor is well
seized of its above interest in the Properties above conveyed, has sure,
perfect, absolute and indefeasible fee simple title to such interest and has
good right, full power and authority to grant, bargain, sell and convey the same
in the manner and form as aforesaid, and that the same are free and clear from
all former and other grants, bargains, sales, liens, taxes, assessments,
encumbrances and restrictions of whatever kind or nature whatsoever, except
liens for real property taxes not yet due and payable.

                                          2


<PAGE>

          THE GRANTOR SHALL AND WILL WARRANT AND FOREVER DEFEND its interest in
the Properties in the quiet and peaceable possession of the Grantee, its
successors and assigns, against all and every person or persons lawfully
claiming the whole or any part thereof.

          IN WITNESS WHEREOF, the Grantor has executed this Deed on the date 
set forth above.

                                   ____________________________________

                                                  and

                                   ____________________________________

                                   husband and wife



STATE OF __________ )
                    )ss.
COUNTY OF _________ )



          On this ____ day of _________, 1995, before me, the undersigned, a
notary public, personally appeared __________________ and ________________,
husband and wife known to me or proved to me on the oath of _________________,
to be the persons whose names are subscribed to the within instrument and that
they each executed the same in their individual capacities.

          WITTNESS my hand and official seal.

          My commission expires:
                                 ---------------------------------


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

                                          3


<PAGE>


                                      EXHIBIT C
                              [FORM OF PARTNERSHIP DEED]
Recorded at the request of ____________________ at________ a.m./p.m. Fee paid
_____________________________ Dollars _____________________________
Recorder, by ___________________, DEP Book ____________________, Page _________
Mail Tax Notice to __________________________________________________
Address _____________________________________________________________


                                    WARRANTY DEED

          THIS DEED, made this ______________ day of ________________, 1995, by
Lisbon Land & Livestock Company, a Colorado general partnership, whose legal
address is 9220 West Kerry Lane, Peoria, Arizona 85382, Grantor, and Summo USA
Corporation, a Colorado corporation, whose address is 1776 Lincoln Street,
Denver, Colorado 80203,

Grantee:

                                     WITNESSETH:

          That the Grantor, for and in consideration of the sum of $240,000, the
receipt and sufficiency of which is hereby acknowledged, has granted,
bargained, sold and conveyed, and by these presents does grant, bargain, sell,
convey and confirm unto the Grantee, its successors and assigns forever, all
the real properties together with improvements, if any, situate, lying and
being in the County of San Juan, State of Utah, as described on Exhibit  A
attached hereto and incorporated herein (the "Properties").

          TOGETHER with all and singular the hereditaments and appurtenances
thereto belonging, or in anywise appertaining, and the reversions, remainder,
rents, issues and profits thereof, and all the estate, right, title, interest,
claim and demand whatsoever of the Grantor, either in law or equity, of, in and
to the Properties, with the hereditaments and appurtances,


<PAGE>

          BUT FOREVER RESERVING UNTO GRANTOR the following:

          (a) All rights in and to any oil, gas distillate, other hydrocarbons
or sulphur appurtenant to the Properties, which shall remain the property of
Grantor; and

          (b) A royalty of one percent (1%) of the Net Returns from all ores,
minerals, concentrates or other products mined and removed from the Exploration
Parcel described on EXHIBIT A hereto and sold or processed by Grantee. For
purposes hereof, the phrase "Net Returns" means:

          The amount received by Grantee or its successors and assigns from the
          purchaser of the ores, minerals, concentrates or other products less
          the following items to the extent borne by Grantee or its successors
          and assigns: sales, severance and other similar taxes, purchaser's
          treatment charges or costs, and charges for and taxes on
          transportation from the mine to the place of sale;

          TO HAVE AND TO HOLD the Properties above-bargained and described with
the appurtenances, unto the Grantee, its successors and assigns forever. And the
Grantor, for itself and its successors and assigns, does covenant, grant,
bargain and agree to and with the Grantee, its successors and assigns, that at
the time of the ensealing and delivery of these presents, Grantor is well
seized of the Properties above conveyed, has sure, perfect, absolute and
indefeasible fee simple title and has good right, full power and authority to
grant, bargain, sell and convey the same in the manner and form as aforesaid,
and that the same are free and clear from all former and other grants, bargains,
sales, liens, taxes, assessments, encumbrances and restrictions of whatever kind
or nature whatsoever, except liens for real property taxes not yet due and
payable.

         THE GRANTOR SHALL AND WILL WARRANT AND FOREVER DEFEND the Properties 
in the quiet and peaceable posession of the Grantee, its

                                          2


<PAGE>

successors and assigns, against all and every person or persons lawfully 
claiming the whole or any part thereof.

         IN WITNESS WHEREOF, the Grantor has executed this Deed on the date 
set forth above.

                                   LISBON LAND & LIVESTOCK COMPANY,
                                   a Colorado general partnership, by all of its
                                   general partners as follows:



                                   ---------------------------------------------
                                   Warren J. Wood, General Partner


                                   ---------------------------------------------
                                   Wilbur L. Wood, General Partner


                                   ---------------------------------------------
                                   Wesley 0. Wood, General Partner


                                   ---------------------------------------------
                                   William H. Wood, General Partner


                                   ---------------------------------------------
                                   Willard G. Wood, General Partner
STATE OF __________ )
                    )ss.
COUNTY OF _________ )

          On this _____ day of ______________, 1995, before me, the 
undersigned, a notary public, personally appeared Warren J. Wood, Wilbur L.
Wood, Wesley 0. Wood, William H. Wood and Willard G. Wood, as all of the 
general partners of Lisbon Land & Livestock Company, a Colorado general 
partnership, known to me or proved to me on the oath of _____________________
________________________, to be the persons whose names are subscribed to the 
within instrument and that they each executed the same for and on behalf of 
said partnership.

          WITNESS my hand and official seal.

          My commission expires:
                                   ---------------------------------------------



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


                                          3


<PAGE>

                                      EXHIBIT D
Recorded at the request of ____________________ at _______ a.m./p.m. Fee paid
____________________________  Dollars _______________________
Recorder, by _________________, DEP Book _____________, Page ____________
Mail Tax Notice to ________________________________________________
Address __________________________________________________________________

                                    QUITCLAIM DEED

         THIS DEED, made this _____ day of ___________________, 1995, by Summo
USA Corporation, a Colorado corporation whose address is 1776 Lincoln Street,
Denver, Colorado 80203, Grantor, hereby quitclaims to Lisbon Land & Livestock
Company, a Colorado general partnership, Grantee, for and in consideration of
ten and no/100th's ($10.00) and other good and valuable consideration, those
real properties located in San Juan County, State of Utah, as described on
Exhibit A attached hereto and incorporated herein (the "Properties").

         RESERVING UNTO GRANTOR:

         (a)  For a period of six months from the date hereof to remove from
    the Properties all buildings, structures, machinery, equipment, personal
    property, fixtures and improvements owned by Grantor erected or placed on
    or in the Properties by Grantor, except mine timbers in place.

         (b)  The right to perform reclamation work on those portions of the
    Properties which have been disturbed by prior operations of Grantor.

         (c)  Grantor shall have the right of access to and across the 
    Properties for the above purposes.

         IN WITNESS WHEREOF, the Grantor has executed this deed on the date
set forth above.


                                       SUMMO USA CORPORATION,
                                       a Colorado corporation

                                       By:
                                          -------------------------------------
                                          Gregory A. Hahn, Vice President
STATE OF COLORADO                     )
                                      )ss.
CITY AND COUNTY OF DENVER             )

         The foregoing instrument was acknowledged before me this ___ day of
_______________, 1995, by Gregory A. Hahn, the Vice President of Summo USA
Corporation, a Colorado corporation, on behalf of the corporation.


My Commission Expires:
                     ------------------     -----------------------------------
                                            Notary Public


<PAGE>

                                      EXHIBIT F

                            SHORT FORM OF OPTION AGREEMENT

    This short Form of Option Agreement is between those persons whose names 
and addresses are shown on EXHIBIT A attached hereto and made a part hereof 
(individually an "Owner" and collectively the "Owners") and Summo USA 
Corporation, a Colorado corporation, whose address is 1776 Lincoln Street, 
Denver, Colorado 80203 (hereinafter referred to as "Summo").

                                       RECITALS

    Effective _________________, 1995 (the "Effective Date"), the Owners and 
Summo entered into a Purchase Option Agreement ("Option Agreement") by which 
Summo has been granted an exclusive option (the "Option") to purchase certain 
real properties located in San Juan County, Utah (the "Properties") more 
particularly described on EXHIBIT B attached hereto and made a part hereof. 
The Option does not include any rights in and to any oil, gas distillate, 
other hydrocarbons or sulphur appurtenant to the Properties (the "Oil and Gas 
Rights"), which shall remain the property of Owners. The parties hereby 
execute this Short Form of Option Agreement (the "Short Form") to summarize 
for recording purposes certain features of the Option as follows:

         1.   TERM AND PAYMENT. The term of the Option is from the Effective
Date through September 30, 1995 within which Summo has the right to exercise
the Option and then to pay the purchase price for the Properties within thirty
days after such exercise of the Option.

         2.   OPERATIONS. During the term of the Option, Summo has the right to
conduct exploratory investigations, mineral prospecting, soil testing, survey
and geological


<PAGE>

surveys, core drilling, shaft sinking, tunnel and mine buildings, the removal of
ore for testing purposes, the right to erect and maintain on the Properties any
improvements, structures or facilities including mines and buildings, for
example, that may be necessary or convenient to Summo.

         3. EXCLUSIVE POSSESSION. Subject to the rights granted under a certain
Oil & Gas Lease dated on or about January 4, 1993 that was recorded in the
Recorder's Office of San Juan County, Utah as Entry No. 005355, Summo shall
have exclusive possession of and surface rights priority in and to the
Properties during the term of the Option.

         4. CONFIDENTIALITY. During the term of the Option all information
obtained by Owners or their representatives from Summo or rising out of Summo's
activities on the Properties shall be kept strictly confidential by Owners.

         5. TERMINATION. Summo has the right at any time to terminate the
Option.

         6. RIGHT OF FIRST REFUSAL. If Owners receive a bona fide written offer
from an unrelated third party to purchase all or any part of Owners' interest in
the Properties or in the Option, Owners shall first offer the interest to Summo
on the same terms and conditions. Summo has 60 days to accept such offer. If
Summo does not accept such offer, the Owners may dispose of the interest
offered to Summo at a price and upon such terms and conditions equal to or less
favorable to the third party than those offered to Summo provided that the sale
or other disposition must be effected within 120 days from the date of the
offer to Summo. Any sale or other disposition shall be subject to the terms of
the Option, including the right of first refusal, all of which shall survive the
closing of any such sale in full force and effect. If Owners do not sell or
otherwise dispose of the interest


                                          2


<PAGE>

offered to Summo within such 120-day period, the right of first refusal
continues to apply  to any subsequent third party offer or offers received by
Owners.

         7. NO TRANSFER OR ENCUMBRANCE. Without Summo's prior written consent,
neither the Owners nor any Owner during the term of the Option shall:

              (a) sell, transfer, assign or convey any interest in the
Properties without Summo's prior written consent or otherwise in accordance
with the right of first refusal provisions contained in the Option;

              (b) do or fail to do any act or thing which would cause or permit
any part of the Properties to be pledged, collateralized or stand as security
for any matter whatsoever; or

              (c) enter into any leases or other agreements concerning the
Properties or any part thereof except in connection with the Oil & Gas Rights.
In the event, however, that any leases or other agreements are entered into
with respect to the Oil & Gas Interests in the Properties, the surface rights
to the Properties or any part thereof granted in connection with any such
leases or agreements shall be subordinate in all respects to the Surface Rights
Priority granted to Summo under the Option.

              8. SUMMO RIGHTS UPON TERMINATION OR EXPIRATION OF OPTION.
Notwithstanding the expiration of the Option or Summo's failure to exercise the
Option, Summo shall have the right of access to and across the Properties
following the expiration or termination of the Option as follows:

                   (1) for a period of six months thereafter to enable Summo to
remove from the Properties all buildings, structures, machinery, equipment,
personal


                                          3


<PAGE>

property, fixtures and improvements owned by Summo or erected or placed on or 
in the Properties by Summo except mine timbers in place;

              (2) for as long as is necessary after termination or failure to
exercise  the Option Summo shall have the right of access to and across the
Properties for reclamation purposes.

         9. COUNTERPARTS. This Short Form may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same agreement.

         10. ADDITIONAL TERMS. Additional terms and conditions of the Option
are contained in the Option Agreement between the parties. This Short Form of
Option Agreement shall not limit, decrease, increase or in any manner affect
any of the terms and conditions of the Option or any rights, interests or
obligations of the parties thereunder. This Short Form is being recorded for
the purpose, INTER ALIA of serving notice of the interests held by Summo in the
Properties.

    IN WITNESS WHEREOF, the parties have executed this Short Form of Option
Agreement as of the       day of                1995.
                    -----        --------------

                                       LISBON LAND & LIVESTOCK
                                       COMPANY, a Colorado general partnership

                                       By:
                                          -------------------------------------
                                          Warren J. Wood, general partner


                                       By:
                                          -------------------------------------
                                          Wilbur L Wood, general partner


                                       By:
                                          -------------------------------------
                                          Wesley 0. Wood, general partner


                                          4


<PAGE>

                                       By:
                                          -------------------------------------
                                          Wm. H. Wood, general partner

                                       By:
                                          -------------------------------------
                                          Willard G. Wood, general partner



-----------------------------------         -----------------------------------
Warren J. Wood, Individually                Elsie Wood, Individually


-----------------------------------         -----------------------------------
Wilbur L. Wood, Individually                Ethel Wood, Individually



-----------------------------------         -----------------------------------
Wesley 0. Wood, Individually                Donna Wood, Individually


-----------------------------------         -----------------------------------
Wm. H. Wood, Individually                   Louise M. Wood, Individually


-----------------------------------         -----------------------------------
Willard G. Wood, Individually               Betty Wood, Individually.



                                            SUMMO USA CORPORATION, a
                                            Colorado corporation


                                            By:
                                               --------------------------------
                                               Gregory A. Hahn, Vice President


                                          5


<PAGE>



STATE OF __________ )
                    ) ss.
COUNTY OF _________ )

         On this ___________ day of______________________, 19___ before me the
undersigned, a notary public, personally appeared Warren J. Wood, Wilbur L.
Wood, Wesley 0. Wood, Wm. H. Wood and Willard G. Wood as all of the general
partners of Lisbon Land & Livestock Company, a Colorado general partnership,
known to me (or proved to me on the oath of _____________________________) to be
the persons whose names are subscribed to the within instrument and acknowledged
that they each executed the same for and on behalf of said partnership.

My Commission Expires:
                     ------------------     -----------------------------------
                                            Notary Public


STATE OF __________ )
                    ) ss.
COUNTY OF _________ )

         On this ________ day of _______________________, 19____ before me 
the undersigned, a notary public, personally appeared Warren J. Wood and his 
wife Elsie Wood known to me (or proved to me on the oath of 
_________________________) to be the persons whose names are subscribed to 
the within instrument, and acknowledged that they each executed the same.

My Commission Expires:
                     ------------------     -----------------------------------
                                            Notary Public

STATE OF __________ )
                    ) ss.
COUNTY OF _________ )

         On this ________ day of ___________________, 19___ before me the 
undersigned, a notary public, personally appeared Wilbur L. Wood and his wife 
Ethel Wood known to me (or proved to me on the oath of 
______________________) to be the persons whose names are subscribed to the 
within instrument, and acknowledged that they each executed the same.

My Commission Expires:
                     ------------------     -----------------------------------
                                            Notary Public


                                          6


<PAGE>

STATE OF __________ )
                    )ss.
COUNTY OF _________ )

         On this _______ day of __________________, 19___ before me the
undersigned, a notary public, personally appeared Wesley 0. Wood and his wife
Donna Wood known to me (or proved to me on the oath of ______________________
(to be the persons whose names are subscribed to the within instrument, and
acknowledged that they each executed the same.


My Commission Expires:
                     ------------------     -----------------------------------
                                            Notary Public

STATE OF __________ )
                    )ss.
COUNTY OF _________ )

         On this _______ day of __________________,19____ before me the
undersigned, a notary public, personally appeared Wm. H. Wood and his wife
Louise M. Wood known to me (or proved to. me on the oath of ____________________
(to be the persons whose names are subscribed to the within instrument, and
acknowledged that they each executed the same.


My Commission Expires:
                     ------------------     -----------------------------------
                                            Notary Public

STATE OF __________ )
                    )ss.
COUNTY OF _________ )

         On this _______ day of __________________, 19___ before me the
undersigned, a notary public, personally appeared Willard G. Wood and his wife
Betty Wood known to me (or proved to me on the oath of ______________________
(to be the persons whose names are subscribed to the within instrument, and
acknowledged that they each executed the same.


My Commission Expires:
                     ------------------     -----------------------------------
                                            Notary Public


                                          7


<PAGE>

STATE OF ________________ )
                          )ss.
CITY AND COUNTY OF DENVER )

         The foregoing instrument was acknowledged before me this ________ day
of ____________________, 19___, by Gregory A. Hahn, the Vice President of Summo
USA Corporation, a Colorado corporation, on behalf of the corporation.



My Commission Expires:
                     ------------------     -----------------------------------
                                            Notary Public


                                          8


<PAGE>


                                      EXHIBIT A


                                        OWNERS


Name and Address                                 % Interest
----------------                                 ----------

Lisbon Land & Livestock Company             100%
9220 W. Kerry Lane
Peoria, AZ 85382

Warren J. Wood and Elsie Wood,              Undivided 20% Partnership Interest
husband and wife*

Wilbur L. Wood and Ethel Wood,              Undivided 20% Partnership Interest
husband and wife*

Wesley 0. Wood and Donna Wood,              Undivided 20% Partnership Interest
husband and wife*

Wm. H. Wood and Louise M. Wood,             Undivided 20% Partnership Interest
husband and wife*

Willard G. Wood and Betty Wood,             Undivided 20% Partnership Interest
husband and wife*







*All care of: Lisbon Land & Livestock Company at the above address


<PAGE>

                                      EXHIBIT B


       The following parcels of real property located in San Juan County, Utah:


Plant Parcel:
------------

T 30 S, R 25 E, Sec. 26 - SW/4, W2 SE/4
T 30 S, R 25 E, Sec. 35 - NE/4 NW/4, NW/4 NE/4

Exploration Parcel:
------------------

T 31 S, R 26 E, Sec. 6 - SW/4 NW/4, NW/4 SW /4


<PAGE>

                                   ESCROW AGREEMENT


         This Escrow Agreement is made and entered into effective as of the 
1st day of May, 1995, between those persons whose names and addresses are 
shown on EXHIBIT A attached hereto and made a part hereof (individually an 
"Owner" and collectively the "Owners"), Summo USA Corporation, a Colorado 
corporation, whose address is 1776 Lincoln Street, Denver, Colorado 80203 
("Summo") and CB&S Nominee, Inc., 1800 One Norwest Center Building, 1700 
Lincoln Street, Denver, Colorado 80203 ("Escrow Agent").

                                       PREAMBLE

         1.   Owners and Summo have entered into a Purchase Option Agreement 
with an effective date of May 1, 1995 by which the Owners have granted Summo 
an exclusive option (the "Option") to purchase certain real properties (the 
"Properties") located in San Juan County, Utah (the "Option Agreement"), a 
copy of which is attached hereto and incorporated herein as EXHIBIT B. The 
Properties are described on EXHIBIT C attached hereto and incorporated herein.

         2.   The Option Agreement requires the appointment of an Escrow 
Agent to (a) hold the Deeds executed by the Owners conveying the Properties 
to Summo; (b) receive certain funds from Summo in payment of the purchase 
price and disburse same to the Owners; (c) receive certain other funds from 
Summo and disburse them to Owners or Summo as hereafter provided; (d) receive 
a Quit Claim Deed from Summo conveying the Properties back to Owners in the 
event of the non-exercise of the Option or the non-payment of the purchase 
price by Summo; (e) deliver the Deeds to Summo upon payment of the purchase 
price; and (f) redeliver the Deeds to the Owners in the event of the 
non-exercise of the Option or the nonpayment of the purchase price by Summo.

         3.   Terms used herein shall have the same meaning as contained in the
Option Agreement unless expressly provided to the contrary herein.


<PAGE>

         NOW THEREFORE, Owners and Summo hereby nominate, constitute and
appoint CB&S Nominee, Inc. as their Escrow Agent for the purposes and on the
terms and conditions set forth below and CB&S NOMINEE, INC. accepts such
appointment and agrees to so act.

         1. OWNERS' DEPOSITS. The Owners have executed and herewith deposit 
with Escrow Agent six separate general warranty deeds conveying the 
Properties to Summo as follows:

                                   (i)   Lisbon Land & Livestock Company
                                         ("LL&L:") conveying 100% of the
                                         Properties;

                                   (ii)  Warren J. Wood and his wife, Elsie
                                         Wood ("Warren & Elsie"), individually
                                         conveying an undivided 20% interest in
                                         the Properties;

                                   (iii) Wilbur L. Wood and his wife Ethel
                                         Wood ("Wilbur & Ethel"), individually
                                         conveying an undivided 20% interest 
                                         in the Properties;

                                   (iv)  Wesley O. Wood and his wife Donna
                                         Wood ("Wesley & Donna"), individually
                                         conveying an undivided 20% interest in
                                         the Properties;

                                   (v)   Wm. H. Wood and his wife Louise M.
                                         Wood ("Wm. & Louise"), individually
                                         conveying an undivided 20% interest in
                                         the Properties;

                                   (vi)  Willard G. Wood and his wife Betty
                                         Wood ("Willard & Betty"), individually
                                         conveying an undivided 20% interest in
                                         the Properties;

(hereafter collectively called the "Deeds," copies of which are attached hereto
and incorporated herein as EXHIBIT C.)


                                          2

<PAGE>

         2. SUMMO DEPOSITS. Summo herewith deposits with Escrow Agent the
following:
            (a) Twenty Thousand Dollar Summo check payable to Escrow Agent
(the "Signing Bonus Balance");

            (b) Quit Claim Deed executed by Summo conveying the Properties 
back to Owners and terminating the Surface Rights Priority previously granted 
to Summo (the "Quit Claim Deed");

         3. DISTRIBUTION OF SIGNING BONUS BALANCE.
            (a) If the Petro-Tech Sign-off approved in writing by Summo is
received by Escrow Agent by August 7, 1995, upon receipt thereof Escrow Agent
shall promptly distribute the Signing Bonus Balance to LL&L.

            (b) If the Petro-Tech Sign-off approved in writing by Summo is not
received by Escrow Agent by August 7, 1995, Escrow Agent shall (i) so notify
Owners and Summo and; (ii) return the Signing Bonus Balance to Summo, in which
event this Escrow Agreement shall continue in full force and effect in
accordance with its terms and conditions.


         4. RECEIPT AND DISTRIBUTION OF PURCHASE PRICE; DELIVERY OF DEEDS.
            (a) Owners hereby authorize the Escrow Agent to hold the Deeds
until such time as Escrow Agent has received a Summo check in the amount of
$240,000 pursuant to Section 6(c) of the Option Agreement, but subject to
reduction for any credit claimed by Summo under Sections 1(a) and 4(c) of the
Option Agreement (the "Purchase Price"), at which time Escrow Agent shall
promptly deliver the Deeds to Summo and distribute such funds to LL&L.

            (b) If Escrow Agent shall not have received payment of the 
Purchase Price from Summo by October 31, 1995, Escrow Agent shall (i) give 
prompt notice thereof to Summo and the Owners; and (iii) return the Deeds to 
the Owners.

         5. FEES OF ESCROW AGENT. Escrow Agent's fees for acting hereunder
shall be paid by Summo.


                                          3

<PAGE>

         6. INDEMNIFICATION OF ESCROW AGENT. Owners and Summo hereby, jointly 
and severally, agree to indemnify Escrow Agent from and against any and all 
claims, causes of action, costs and expenses, including reasonable attorneys'
fees and costs, that Escrow Agent may suffer as a result of acting as Escrow 
Agent hereunder. If Escrow Agent shall receive written instructions from 
either Summo or Owners which Escrow Agent believes to be in conflict with the 
obligations of Escrow Agent under the provisions hereof, Escrow Agent shall 
promptly notify Summo and the Owners of any such apparent conflict ("Conflict 
Notice"). If such matter is not fully resolved to Escrow Agent's satisfaction 
by a joint written instruction to Escrow Agent from Summo and Owners within 
thirty days of Escrow Agent's Conflict Notice, Escrow Agent shall promptly 
commence an interpleader action in the District Court of the City and County 
of Denver and deposit with such court all the deposits then held by Escrow 
Agent hereunder. Summo and Owners also agree that such court shall have 
jurisdiction and venue for all purposes under this Escrow Agreement. In such 
event, Escrow Agent shall not take any further action hereunder unless it 
receives joint written direction so do to from Summo and Owners or until it 
is so directed by the final order of a court of competent jurisdiction.

         7. STRICT ADHERENCE TO AGREEMENT. Escrow Agent agrees to act in strict
accordance with the terms and conditions hereof.

         8. MODIFICATION. This Agreement may not be modified except by written
agreement therefor signed by the Owners, Summo and Escrow Agent. Escrow Agent
shall have the right to assume that any such document furnished to it which
appears to Escrow Agent to have been signed by the other parties hereto was in
fact duly signed by such parties and Escrow Agent need not inquire into such
matter.


         9. NOTICES. All notices required or permitted hereunder shall be in
writing and shall be served by prepaid, registered or certified mail, or by
personal delivery, addressed to the parties at the addresses set forth on page 1
for Summo and on EXHIBIT A for Owners or at such other address or addresses as
may be furnished to the other parties by a party hereto. Any such notice shall
be deemed to be given and effective three days


                                          4

<PAGE>

after such notice has been deposited in the United States mail, first class,
postage prepaid, addressed as above, or when personally delivered to and
received by the specified parties.


         10. OWNERS - SUMMO LITIGATION. In the event of any litigation between
Owners and Summo with respect to the construction or enforcement of this
Agreement, the prevailing party in any such litigation, including any
interpleader action pursuant to Section 4 hereof, shall be entitled to recover
reasonable attorneys' fees and costs from the non-prevailing party as a court
may determine to be proper under the circumstances.


         11. TERM. This Agreement shall continue until such time as all of the
deposits under sections 1 and 2 hereof have been disposed of in accordance with
the provisions or any modifications hereof, the joint written direction of Summo
and the Owners or the final order of a court of competent jurisdiction.

         12. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.


         EXECUTED the day and year first above written.

                                  LISBON LAND & LIVESTOCK
                                  COMPANY, a Colorado general partnership


                                  By: /s/ Warren J. Wood
                                     ------------------------------------
                                     Warren J. Wood, general partner

                                  By: /s/ Wilbur L. Wood
                                     ------------------------------------
                                     Wilbur L. Wood, general partner


                                  By: /s/ Wesley O. Wood
                                     ------------------------------------
                                     Wesley O. Wood, general partner


                                          5

<PAGE>

                                  By: /s/ William H. Wood
                                     ------------------------------------
                                     Wm. H. Wood, general partner


                                  By: /s/ Willard G. Wood
                                     ------------------------------------
                                     Willard G. Wood, general partner

 /s/ Warren J. Wood                   /s/ Elsie Wood 
-------------------------------      ----------------------------------
Warren J. Wood, Individually         Elsie Wood, Individually

 /s/ Wilbur L. Wood                   /s/ Ethel Wood
-------------------------------      ----------------------------------
Wilbur L. Wood, Individually         Ethel Wood, Individually

 /s/ Wesley O. Wood                   /s/ Donna Wood
-------------------------------      ----------------------------------
Wesley O. Wood, Individually         Donna Wood, Individually

 /s/ William H. Wood                 /s/ Louise M. Wood
-------------------------------      ----------------------------------
Wm. H. Wood, Individually            Louise M. Wood, Individually

 /s/ Williard G. Wood                 /s/ Betty Wood
-------------------------------      ----------------------------------
Willard G. Wood, Individually        Betty Wood, Individually



                                       SUMMO USA CORPORATION, a
                                       Colorado corporation


                                       By: /s/ Gregory A. Hahn
                                          ---------------------------------
                                          Gregory A. Hahn, Vice President


                                       CB&S NOMINEE, INC., a Colorado
                                       corporation



                                       By: ILLEGIBLE
                                          ---------------------------------


                                          6

<PAGE>


                                      EXHIBIT A


                                        OWNERS
                                   

Name and Address                                 % Interest
----------------                                 ----------
Lisbon Land & Livestock Company             100%
9220 W. Kerry Lane
Peoria, AZ 85382


Warren J. Wood and Elsie Wood,              Undivided 20% Partnership Interest
husband and wife*

Wilbur L. Wood and Ethel Wood,              Undivided 20% Partnership Interest
husband and wife*

Wesley 0. Wood and Donna Wood,              Undivided 20% Partnership Interest
husband and wife*

Wm. H. Wood and Louise M. Wood,             Undivided 20% Partnership Interest
husband and wife*

Willard G. Wood and Betty Wood,             Undivided 20% Partnership Interest
husband and wife*










*All care of: Lisbon Land & Livestock Company at the above address


<PAGE>

                                      EXHIBIT C


    The following parcels of real property located in San Juan County, Utah:


PLANT PARCEL:

    T 30 S, R 25 E, Sec. 26 - SW/4, W2 SE/4
    T 30 S, R 25 E, Sec. 35 - NE/4 NW/4, NW/4 NE/4

EXPLORATION PARCEL:

    T 31 S, R 26 E, Sec. 6 - SW/4 NW/4, NW/4 SW/4