<PAGE>


                                    EXHIBIT 10.14


                      EXPLORATION AND PURCHASE OPTION AGREEMENT


         THIS OPTION AGREEMENT ("Agreement") made effective as of the lst day
of August, 1994, by and 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 ST. MARY MINERALS INC., a Colorado
corporation, whose address is 1776 Lincoln Street, Denver, Colorado 80203
(hereinafter referred to as "St. Mary");

         WHEREAS, Owners are the owners of certain unpatented mining claims 
situate in Taos County, New Mexico, herein referred to as "the Property," and 
more particularly described on EXHIBIT B attached hereto and made a part 
hereof; and

         WHEREAS, St. Mary desires to carry out exploration work and to acquire
an option to purchase the Property,

         WHEREAS, Owners desire to make the Property available for the conduct
by St. Mary of certain mineral exploration work thereon and to grant St. Mary
the option to purchase the Property,

         NOW THEREFORE, in consideration of Ten Dollars ($10.00) in hand paid
to Owners, the receipt and sufficiency of which are hereby acknowledged, and
further in consideration of the mutual covenants, agreements, and promises
herein contained, the parties agree as follows:

1.       OPTION.  Owners grant to St. Mary during the term of this Agreement
    the sole and exclusive option (the "Option") to purchase the Property,
    together with all appurtenances 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 Five Hundred Thousand Dollars
    ($500,000.00).  St. Mary shall be entitled to a credit against the purchase
    price for all amounts paid under the provisions of Section 6.  hereof and
    for all costs and expenses incurred under the provisions of Section 4
    hereof.  If the Property is

<PAGE>

    placed in commercial production at any time during the term of this
    Agreement, St. Mary shall exercise, the option by providing written notice
    of exercise to Owners.  Within three (3) years after such notice, but no
    later than August 1, 2015, St. Mary shall deliver the balance of the
    purchase price to Owners.  "Commercial production" shall mean the
    processing and sale of ores, concentrates, metals and other mineral
    products which have been mined on the Property but which shall not include
    processing for the purpose of testing or milling by a pilot plant.

2.       ESCROW.  Contemporaneously with the execution of this Agreement,
    Owners shall execute, acknowledge, and deliver to the Escrow Agent one or
    more general warranty deeds conveying the property to St. Mary in the form
    (without legal descriptions) of Exhibit C attached hereto and incorporated
    herein.

         Owners and St. Mary hereby appoint CB&S Nominee Corporation, 1800 One
    Norwest Center Building, 1700 Lincoln Street, Denver, Colorado 80203 as
    their Escrow Agent to receive and distribute all payments and to hold the
    deed and deliver it to the party entitled hereunder to receive the same.
    The parties hereto agree that the Escrow Agent shall act pursuant to
    Escrow Instructions executed contemporaneously herewith.

3.       EXCLUSIVE POSSESSION.  St. Mary shall have the exclusive possession
    of the Property during the term of this Agreement.

4.       TITLE.

         (a)  Owners warrant that they are in possession of the Property, that
    they have the right to enter into this Agreement, that they know of no
    other person claiming any interest in the Property or the ground covered
    thereby, and that the Property is free from all liens and encumbrances,
    except liens for property taxes not yet due and payable.  Owners further
    warrant to St. Mary the quiet enjoyment of the Property and the right to
    explore, develop, and mine the same.

         (b)  Owners warrant and will defend title of the property against all
    persons whomsoever.


                                          2

<PAGE>

         (c)  At St. Mary'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 Property or the ground covered thereby.  If
    Owners fail or refuse to take any such action, St. Mary may take, any such
    action in Owners' name.  Owners agree to cooperate with St. Mary in any
    such action taken.  If the United States or any third person attacks the
    validity of any of the unpatented mining claims included in the Property
    for any reason, St. Mary shall have no obligation to defend the validity of
    the claim.

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

5.       UNDIVIDED INTEREST.  If the interest claimed by any Owner in any
    portion of the Property 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 PAYMENTS.

         (a)  Concurrent with the execution of this Agreement by Owners, St.
    Mary has made an option payment to Owners in the amount of $5,000, receipt
    of which is hereby acknowledged by Owners.

         (b)  St. Mary shall pay to Owners further annual option payments on or
    before the dates and in the amounts as follows:


              August 1, 1995                          $  5,000
              August 1, 1996                            10,000
              August 1, 1997                            10,000
              August 1, 1998                            10,000
              August 1, 1999                            10,000
              August 1, 2000                            15,000
              August 1, 2001                            15,000
              August 1, 2002                            15,000
              August 1, 2003                            15,000
              August 1, 2004                            15,000
              August 1, 2005                            20,000
              August 1, 2006                            20,000
              August 1, 2007                            20,000
              August 1, 2008                            20,000


                                          3

<PAGE>

              August l, 2009                            20,000
              August 1, 2010                            20,000
              August 1, 2011                            20,000
              August 1, 2012                            20,000
              August 1, 2013                            20,000
              August 1, 2014                            20,000
              August 1, 2015                           175,000
                                                      --------

                                                      $500,000


7.       MANNER OF FURTHER OPTION PAYMENTS.  St. Mary shall make all further
    option payments due Owners hereunder by check which shall be made payable
    to and shall be made payable to and shall be transmitted to the Escrow
    Agent.  The Escrow Instructions to be executed contemporaneously herewith
    will instruct the Escrow Agent how the payments shall be disbursed.  Upon
    making the payments to the Escrow Agent, St. Mary shall be deemed to have
    made the payments to Owners, their heirs, representatives, successors, and
    assigns, and thereupon St. Mary shall be discharged to the extent thereof
    as if the payments had been made directly to Owners, or to any person, firm
    or corporation entitled thereto, and St. Mary shall not be liable for the
    ultimate distribution or receipt of any payment or payments.

8.       OPERATIONS.

         (a)  SCOPE.  During the term of this Agreement, St. Mary shall have
    free and unrestricted access to the Property, and shall have the right and
    privilege of conducting exploratory investigations and prospecting for
    mineral deposits on the Property, effective during the life of the Option,
    and that prospecting 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.  St. Mary shall have the right to erect and maintain upon the
    Property any improvements, structures or facilities including mines, shafts
    and tunnels as may be necessary or convenient for the conduct of its
    operations.


                                          4

<PAGE>

         (b)  STANDARDS OF OPERATION.  St. Mary shall conduct all operations on
    the Property in a good and workmanlike manner and in accordance with
    accepted mining practice.

         (c)  COMPLIANCE WITH LAW: RECLAMATION: St. Mary shall endeavor in good
    faith to comply with applicable provisions of federal, state and local laws
    and regulations, as required by the operating permits issued to St. Mary by
    these agencies under which St. Mary shall conduct its operations.  If this
    Agreement is terminated, St. Mary shall reclaim only those portions of the
    Property disturbed by its operations, and in compliance with all applicable
    governmental laws, regulations and orders.  St. Mary shall have the right,
    without payment of any additional consideration to Owners, to enter upon
    the Property subsequent to termination of this Agreement for purposes of
    performing such reclamation work.

9.       NO IMPLIED COVENANTS.  No covenants or conditions relating to the
    exploration or related operations on or in connection with the Property, 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 Property and so long as this Agreement has not
    been terminated before the expiration of its term, St. Mary may in its sole
    discretion curtail or cease such operations so long as it continues to make
    any payments due Owners under this Agreement subject to the provisions of
    Section 16 hereof.

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


                                          5

<PAGE>

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

12.      INSURANCE.  St. Mary shall carry at all times during the term of this
    Agreement worker's compensation and other insurance required by state laws
    and mining regulations, or St. Mary may self-insure as to such matters if
    it qualifies as a self-insurer under the appropriate laws and regulations.

13.      INSPECTION.

         (a)  Owners or their authorized representative may enter on the
    Property at any reasonable time for the purpose of inspection, but shall
    enter at Owners' own risk and so as not to hinder unreasonably the
    operations of St. Mary.  Owners shall indemnify and hold St. Mary 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 of St. Mary with the provisions of this Agreement.



                                          6

<PAGE>

14.      DATA.

         (a)  Upon the execution of this Agreement, Owners shall deliver to St.
    Mary all drill core, all geological, geophysical, and engineering data and
    maps, logs of drill holes, results of assaying and sampling, and similar
    data concerning the Property (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 payment of the full purchase price as
    provided in Section 6 hereof), St. Mary shall, within sixty days after
    termination, (i) return to Owners all drill core and original data
    delivered by Owners to St. Mary which are then in St. Mary'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 Property which St. Mary has obtained as a result
    of its exploration work under this Agreement and which are then in St.
    Mary's possession or control.  Upon Owners' request made within ninety (90)
    days after termination of this Agreement, St. Mary 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.  St. Mary
    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.  St. Mary
    shall not be liable for the loss or destruction of any drill core or
    cuttings.

15.      CONFIDENTIALITY.  During the term of this Agreement all information
    obtained by Owners or their authorized representatives from St. Mary or
    arising out of St. Mary's activities on the Property 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 St.
    Mary.

16.      TERM, TERMINATION AND SURRENDER.


                                          7

<PAGE>

         (a)  The term of this Agreement shall be for a period of twenty-one
    (21) years from the date hereof unless sooner surrendered or otherwise
    terminated, or until the earlier exercise of the Option.

         (b)  It is also agreed that a failure by St. Mary to make an option
    payment within 60 days of the due date therefor as provided in Section 6(b)
    hereof shall constitute also a termination of this Agreement effective upon
    the expiration of such 60 day period.  Upon the effective date of such
    termination, all rights of St. Mary under this Agreement except as provided
    in Sections 17 and 18 hereof shall terminate and all liabilities and
    obligations of St. Mary hereunder (including the obligation of making any
    further payments under Section 6(b) hereof shall likewise thereupon
    terminate except as provided in Sections 8(c) and 14(b) hereof.

         (c)  St. Mary may also at any time terminate this Agreement as to all
    or any part of the Property by delivering to Owners or by filing for record
    in the appropriate office (with a copy to Owners) a good and sufficient
    Surrender of this Agreement.  Upon mailing the Surrender to Owners or to
    the appropriate office, all rights of St. Mary under this Agreement shall
    terminate except as provided in Sections 17 and 18 hereof, and all
    liabilities and obligations of St. Mary under this Agreement shall likewise
    terminate except as provided in Sections 8(c) and 14(b) hereof and except
    liability for payments under Section 6(b) hereof that became due prior to
    the date of such termination.

17.      REMOVAL OF PROPERTY.  For a period of six months after the
    termination of this Agreement St. Mary shall have the right (but not the
    obligation except to the extent set forth in Section 8(c) hereof) to remove
    from the Property all buildings, structures, machinery, equipment, personal
    property, fixtures, and improvements owned by St. Mary or erected or placed
    on or in the Property by St. Mary, except mine timbers in place.  St. Mary
    may keep one or more watchmen on the Property during the six-month period.

18.      ACCESS.  For as long as necessary after termination of this Agreement,
    St. Mary shall have the right of access to and across the Property for
    reclamation purposes.


                                          8

<PAGE>

19.      EASEMENTS.  If requested by St. Mary during the term of this Agreement
    or following the exercise of the Option, Owners shall execute one or more
    instruments granting to St. Mary without cost to St. Mary easements upon,
    over, or through the Property 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 St. Mary's operations on the
    Property or on other property.

20.      AMENDMENT RELOCATIONS AND PATENTS.  During the term of this Agreement,
    St. Mary shall have the right (but not the obligation), in the name of
    Owners, to amend or relocate any or all of the unpatented mining claims
    included in the Property, to locate placer claims on ground theretofore
    covered by lode claims and vice versa, and to locate any millsites on
    ground theretofore covered by mining claims and vice versa, and to locate
    any fractions resulting from the location, amendment or relocations of
    mining claims or millsites.  At the request of St. Mary, Owners shall apply
    for a patent for any or all of the unpatented mining claims and millsites.
    For purposes of implementing the provisions of the Section, Owners do
    hereby nominate, constitute and appoint St. Mary as their true and lawful
    attorney-in-fact to execute, deliver and record on behalf of the Owners and
    in their name, place, and stead all such documents as St. Mary may deem
    necessary or appropriate for such purposes.  All expenses authorized by St.
    Mary in connection with locating, amending, or relocating mining claims or
    millsites or prosecuting patent proceedings shall be borne by St. Mary.  The
    rights of St. Mary under this Agreement shall extend to all such locations,
    amended locations, relocations and patented mining claims and millsites.

21.      COMPLIANCE WITH FEDERAL LAND POLICY AND MANAGEMENT ACT.

         (a)  Owners warrant that the location notices or location certificates
    for the unpatented mining claims included in the Property have been
    properly filed in the proper office of the Bureau of Land Management
    pursuant to 43 U.S.C. Section 1744 (b).


                                          9

<PAGE>

         (b)  Owners warrant that evidence of assessment work or notices of
    intention to hold have been properly recorded in the proper county (or
    recording district) office and filed in the proper office of the Bureau of
    Land Management pursuant to 43 U.S.C. Section 1744 (a), as required, for
    each assessment year to and including the assessment year ending September
    1, 1992.

22.      ASSESSMENT WORK.

         (a)  Owners warrant that the annual assessment work required to hold
    the Property has been performed for each assessment year to and including
    the assessment year ending September 1, 1992, and that the rental fee
    required by the Department of the Interior was paid for the assessment year
    ending September 1, 1993.  For every assessment year thereafter in which
    St. Mary continues this Agreement beyond the 1st day of August of any year,
    St. Mary shall perform assessment work or pay any rental fee required by
    the Department of the Interior.  If any court or governmental agency
    decides that the work performed by St. Mary does not constitute the kind of
    work required by federal or state law, St. Mary shall nevertheless be
    deemed to have complied with the terms of this Agreement if the work done
    by St. Mary is the kind generally accepted in the mining industry as
    assessment work under existing law.

         (b)  St. Mary shall be relieved of its obligation to perform
    assessment work for any period in which assessment work is not required or
    is suspended, and St. Mary shall have the benefit of subsequent laws
    enacted which relate to assessment work, including any laws extending the
    time within which to perform assessment work.  For each year in which St.
    Mary performs assessment work, it  will record in the office where the
    location notice or location certificate is recorded, and in any other
    proper office in the county (or recording district) in which the claims are
    located, and in the proper office of the Bureau of Land Management, an
    affidavit of assessment work or other documents complying with the
    requirements of state law and the Federal land Policy and Management Act of
    1976 and the regulations implementing and supplementing the Act.


                                          10

<PAGE>

         (c)  Owners represent that the Property is one contiguous group of
    mining claims, and agree that work on any one or more of the claims will be
    for the benefit of all of the claims.

         (d)  Owners represent that no report of geological, geophysical, and
    geochemical work (30 U.S.C. Sections 28-1 and 28-2) on the Property has
    been applied as labor for more than two consecutive years or for more than
    a total of five years on any one mining claim.

23.      NOTICES.  All notices and other communications to either 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:

                        Mr. Boyce Cook
                        9845 West 11th Avenue
                        Lakewood, Colorado 80215

and all notices to St. Mary shall be addressed:

                        St. Mary Minerals Inc.
                        1776 Lincoln Street, Suite 1100
                        Denver, Colorado 80203
                        Attn: Gregory A. Hahn

24.      ASSIGNMENT.

         (a)  The rights of either party hereunder may be assigned in whole or
    in part without the consent of the other party hereto, subject to the
    provisions hereinafter set forth.

         (b)  No change or division in the ownership of the Property or the
    payments provided for herein, however accomplished, shall enlarge the
    obligations or diminish the rights of St. Mary hereunder.  Owners covenant
    that any change in their ownership shall be accomplished in such a manner
    that St. Mary shall be required to make payments and to give notices to but
    one person, firm, or corporation, and upon breach of this covenant,


                                          11

<PAGE>

    St. Mary may retain all monies otherwise due to Owners until the breach has
    been cured.  No change or division in ownership shall be binding on St.
    Mary until thirty days after Owners have given St. Mary a certified copy of
    the recorded instrument evidencing the change or division.

         (c)  If St. Mary assigns the whole of or an undivided interest in this
    Agreement, liability for breach of any obligation hereunder shall rest
    exclusively upon the holder of the Agreement or of an undivided interest
    herein who commits the breach.  If this Agreement is assigned as to a
    segregated portion of the Property, default by the holder hereunder of that
    portion shall not affect the rights of holders hereunder of any other
    portion.

         (d)  If Owners receive a bona fide written offer from an unrelated
    third party to purchase all or any part of Owners' interest in the Property
    or in this Agreement, Owners shall first offer the interest to St. Mary
    stating the interest proposed to be sold or otherwise disposed of, the
    offering price from such third party and other terms and conditions of
    sale.  St. Mary may accept the offer on the same terms and conditions as
    such third party offer by notice to Owners given within sixty days
    following the effective date Owners' offer.  If St. Mary does not accept
    Owners' offer, Owners may sell or otherwise dispose of the interest offered
    to St. Mary at a price and upon terms and conditions equal to or less
    favorable to the third party than those offered to St. Mary 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 120 days, the provisions of this subsection (d) shall apply to any
    subsequent third party offer received by Owners.


25.      NO TRANSFER OR ENCUMBRANCE.  Without St. Mary's prior written consent,
    neither the Owners nor any Owner during term of this Agreement shall (a)
    sell, transfer, assign or convey any interest in the Property without St.
    Mary's prior written consent or otherwise in accordance with the provisions
    of Section 21(d) hereof; (b) do or fail to do


                                          12

<PAGE>

    any act or thing which would cause or permit any part of the Property to be
    pledged, collateralized or stand as security for any matter whatsoever; or
    (c) enter into any leases or other agreements concerning the Property or
    any part thereof.

26.      FORCE MAJEURE.

         (a)  If St. Mary shall be prevented by Force Majeure from timely
    performance of any of its obligations hereunder (except the payment of
    money to Owners), the failure of performance shall be excused and the
    period for performance and the term of 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, St. Mary shall
    promptly notify Owners.  St. Mary 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 St. Mary'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 Property; unusually severe weather; mining casualty;
    fire; explosion; flood; insurrection; riot; labor dispute; inability after
    diligent effort to obtain workmen or material; delay in transportation;
    acts of God; unavailability of a suitable market for the ores, minerals,
    concentrates, or other products from the Property; and excessive costs of
    mining, milling, processing or marketing, or insufficient prices available
    for the ores, minerals, concentrates, or other products produced from the
    Property, which render St. Mary's operations uneconomic.

27.      SHORT FORM.  Contemporaneously herewith, St. Mary and Owners have
    executed and delivered a Short Form of Agreement.  St. Mary may record the
    Short Form or this Agreement, or both, as it may elect.


                                          13

<PAGE>

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

29.      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 St. Mary.

30.      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.

31.      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.

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

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

34.      TIME OF ESSENCE.  Except as set forth in Section 23 hereof, time is of
    the essence in the performance of each and every term, condition, and
    covenant of this Agreement.

35.      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,


                                          14

<PAGE>

    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.

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

37.      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 persons executing it.

38.      ADDITIONAL DOCUMENTS.  Owner's will provide St. Mary 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 Property ,
    Owners and St. Mary shall execute amendments of this Agreement and the
    Short Form of 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.


/s/ Boyce Cook
-----------------------------------
Boyce Cook

              and


                                          15

<PAGE>

/s/ Margaret Cook
-----------------------------------
Margaret Cook


/s/ Josephine Hill - 8-4-94
-----------------------------------
Josephine Hill

              and


/s/ Donald Charles Giaccarni
-----------------------------------
Donald Charles Giaccarni


                                       ST. MARY MINERALS INC.



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


                                          16

<PAGE>

STATE OF COLORADO            )
                             ) ss.
COUNTY OF JEFFERSON          )


         On this 27th day of July, 1994  before me the undersigned, a notary
public, personally appeared Boyce Cook known to me (or proved to me on the oath
of Boyce Cook (to be the person whose name is subscribed to the within
instrument, and acknowledged that he executed the same.


My Commission Expires:

My Commission Expires: 4/6/1996
10403 West Colfax Avenue
Lakewood, CO 30215                      /s/ Mariann K. Svec
-----------------------------------    -----------------------------------
                                       Notary Public


STATE OF COLORADO            )
                             ) ss.
COUNTY 0F JEFFERSON          )


         On this 27th day of July, 1994 before me the undersigned, a notary
public, personally appeared Margaret Cook known to me (or proved to me on the
oath of Margaret Cook (to be the person whose name is subscribed to the within
instrument, and acknowledged that she executed the same.



My Commission Expires:
My Commission Expires: 4/6/1996
10403 West Colfax Avenue
Lakewood, CO 30215                      /s/ Mariann K. Svec
-----------------------------------    -----------------------------------
                                       Notary Public


STATE OF CALIFORNIA          )
                             ) ss.
COUNTY 0F SAN FRANCISCO      )


         On this 4th day of August, 1994 before me the undersigned, a notary
public, personally appeared Josephine Hill (or proved to me on the
oath of Josephine Hill (to be the persons whose names are subscribed to the
within instrument, and acknowledged that she executed the same.


My Commission Expires:

July 17th, 1995                        /s/ Hans R. Hansson
-----------------------------------    -----------------------------------
                                       Notary Public HANS R. HANSSON


                                                  [SEAL]

                                          17

<PAGE>

STATE OF ALASKA              )
                             ) ss.
COUNTY 0F KENAI PENINSULA    )

         On this 8th day of August, 1994 before me the undersigned, a notary 
public, personally appeared Donald Charles Giaccarni known to me (or proved 
to me on the oath of Donald Charles Giaccarni (to be the persons whose names 
are subscribed to the within instrument, and acknowledged that she executed 
the same.

My Commission Expires:

October 14, 1997                       /s/ [illegible]
-----------------------------------    -----------------------------------
                                       Notary Public


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


         The foregoing instrument was acknowledged before me this 25th day of
July, 1994, by Gregory A. Hahn, the Vice President of St. Mary Minerals Inc., a
Colorado corporation, on behalf of the corporation.


My Commission Expires:


February 14, 1997                      /s/ James C. Robertson
-----------------------------------    -----------------------------------
                                       Notary Public  JAMES C. ROBERTSON


                                          18

<PAGE>

                                      EXHIBIT A


              OWNERS


Name and Address                         % Interest in Property
----------------                         ----------------------

Boyce Cook and                                   66.666%
Margaret Cook, Husband and Wife
9845 W. 11th Avenue
Lakewood, Colorado 80215

Josephine Hill and                               16.667% each
Donald Charles Giaccarni
20 Hidalgo Terrace
San Francisco, CA 94103

<PAGE>

                                      EXHIBIT B

                                      PROPERTIES

    100% interest in and to the following unpatented mining claims located in
the Picuris and Copper Mountain Mining District, Taos County, New Mexico:


                    Recorded            Amended                  BLM
Claim Name         Book  Page          Book Page             NMMC Number
----------         ----------          ---------             -----------

Blue Jay           S 30   46           S 37  439                68901
Chipmunk           S 30   47           S 37  443                68902
Mustang            S 30  498           S 37  444                68903
Shiner             S 30  499           S 37  448                68904
Lizzie             S 37    4           S 37  441                68905
Magpie             S 37  5-6           S 37  442                68906
                                       M 95  109
Daisy              S 37    3           S 37  440                68907