Exhibit 10.1

                             MINERAL LEASE AGREEMENT
                                     BETWEEN
                     ROYCE L. HACKWORTH and BELVA L. TOMANY
                                       AND
                              ZEBRA RESOURCES, INC.

     THIS  MINERAL  LEASE  AGREEMENT,   dated  this  16th  day  of  April,  2010
("Agreement   Date")  is  between  ROYCE  L.  HACKWORTH  and  BELVA  L.  TOMANY,
("Hackworth & Tomany") and ZEBRA RESOURCES,  INC, ("Zebra").  Hackworth & Tomany
and Zebra are each hereinafter  sometimes  referred to individually as Party and
collectively as Parties.

RECITALS:

A.       Hackworth & Tomany own 189  unpatented  mining  claims,  located in Nye
         County,  State  of  Nevada  (referred  to as the  "Property"  and  more
         particularly described in Article I).

B.       Hackworth & Tomany are desirous of leasing the  Property to Zebra,  and
         Zebra is desirous of leasing the Property from Hackwork and Tomany, for
         the purposes, and on the conditions, set forth herein.

NOW  THEREFORE In  consideration  of the sums set forth in this  Agreement to be
paid by Zebra to Hackworth & Tomany,  the receipt and  sufficiency  of which are
hereby acknowledged by the Parties, and in consideration of the mutual covenants
and agreements of the Parties herein contained, the Parties agree as follows:

                              CONDITION SUBSEQUENT

1.1      Condition.  The  respective  obligations  of  the  Parties  under  this
         Agreement are binding  obligations of the Parties unless this Agreement
         is  terminated  pursuant to Section 1.3 as a result of Zebra failing to
         waive the condition that it is satisfied, in its sole discretion,  with
         the  viability,  economic or  otherwise,  of  proceeding to perform the
         obligations contained in this Agreement. Such condition is for the sole
         benefit of Zebra and may only be waived by Zebra.

1.2      Notice. If Zebra notifies  Hackworth & Tomany on or before the 45th day
         following the Agreement Date that the condition in Section 1.1 has been
         satisfied,  then  such  condition  shall  be  deemed  to  be  satisfied
         effective as of the date such notice is given to Hackworth & Tomany

1.3      Non-Satisfaction of Condition:  If the condition in Sections 1.1 is not
         satisfied as set forth in Section 1.2, this Agreement will,  unless the
         parties otherwise mutually agree in writing, thereupon terminate and be
         of no further force and effect and neither Party shall have any further
         obligation  hereunder;  provided,  however, that such termination shall
         not relieve any Party from any liability for any breach of such party's
         obligations hereunder prior to such termination.

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                                    ARTICLE I
                                   DEFINITIONS

     For purposes of this Agreement certain terms and provisions used herein are
defined as follows:

1.01     "Advance Royalty" means the payments provided for in Section 4.01.

1.02     "Affiliate" means, with respect to any Party, any person,  partnership,
         joint venture,  corporation or other form of enterprise, which directly
         or indirectly  Controls,  is controlled  by, or is under common Control
         with a Party.

1.03     "Agreement"  means this Mineral Lease Agreement,  as it may be amended,
         together with Exhibit A, Exhibit B and Exhibit C attached hereto.

1.04     "Allowable Expenditures" means

          (a)  all costs,  expenses,  liabilities,  charges and  obligations  of
               whatsoever  kind or nature  incurred or funded in connection with
               the Exploration or Development of the Property, including amounts
               incurred or funded for or in connection with:

               (A)  geophysical,  geochemical and geological surveys,  drilling,
                    drifting and other underground work, assaying, metallurgical
                    testing, environmental studies and engineering;

               (B)  payments made to any  governmental  authorities  to maintain
                    the Property or any part thereof in good standing;

               (C)  taxes and assessments other than taxes based on income; and

               (D)  fees, wages, salaries, expenses (including travel) and other
                    amounts paid to or in respect of persons directly engaged in
                    work with respect to the Property;

          (b)  all amounts included in Article XIII; and

          (c)  a charge for  general  overhead  and  administrative  expenses of
               Zebra equal to 10% of the amounts included  pursuant to subclause
               (a) and (b) of this Section 1.04.

1.05     "Alternative A" means the  determination  of the Applicable  Percentage
         set forth in Subsection 1.07(a).

1.06     "Alternative B" means the  determination  of the Applicable  Percentage
         set forth in Subsection 1.07(b).

1.07     "Applicable Percentage" means, in respect of a Quarter, the following:

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          (a)  if  Alternative  A is elected,  or deemed to be elected by Zebra,
               then:

               (i)  if the Quarterly Average Gold Price for such Quarter is less
                    than $800.00, the Applicable Percentage is 1.00%;

               (ii) if the  Quarterly  Average  Gold  Price for such  Quarter is
                    equal to or greater  than  $800.00 and less than  $1,200.00,
                    the Applicable Percentage is 2.00%;

               (iii)if the  Quarterly  Average  Gold  Price for such  Quarter is
                    equal  to  or  greater  than   $1,200.00,   the   Applicable
                    Percentage is 3.00%; and

          (b)  if  Alternative  B is elected,  or deemed to be elected by Zebra,
               the Applicable Percentage is 3.00%, subject to reduction pursuant
               to the following conditions:

               (i)  Zebra  shall  have the  right,  from,  and on, the first day
                    payments are received by Zebra for the sale of Products from
                    the Property (the "First Production Day") until, and on, the
                    365th  day  following  the  First  Production  Day,  to  pay
                    Hackworth  &  Tomany  the  amount  of   $1,000,000.00   (the
                    "Reduction Payment"),  following which such percentage shall
                    be  reduced  to 2.00%  effective  (a) on and after the First
                    Production  Date  if the  Reduction  Payment  is  made on or
                    before the First  Production  date;  or (b) on and after the
                    first day of the Quarter in which the  Reduction  Payment is
                    made if the  Reduction  Payment  is  made  after  the  First
                    Production Date; and

               (ii) Zebra shall have an additional  right,  from,  and on, First
                    Production  Day until,  and on, the 730th day  following the
                    First  Production  Day, to pay Hackworth & Tomany the amount
                    of  $3,000,000.00  (the  "Additional   Reduction   Payment")
                    following  which such  percentage  shall be reduced to 1.00%
                    effective (a) on and after the First  Production Date if the
                    Additional  Reduction Payment is made on or before the First
                    Production  date;  or (b) on and  after the first day of the
                    Quarter  in  which  the  Reduction  Payment  is  made if the
                    Reduction Payment is made after the First Production Date.

1.08     "Area of Interest" has the meaning ascribed thereto in Exhibit B.

1.09     "Control"  means  possession,  directly or indirectly,  of the power to
         direct or cause direction of management and policies through  ownership
         of  voting   securities,   contracts,   voting  trusts,  or  otherwise.
         Grammatical variations of Control have a like meaning.

1.10     "Development"  means  all  preparation  for the  removal  of  Ores  and
         Minerals  for the  commercial  recovery of Products  from such Ores and
         Minerals,  including  surveying,  development  drilling and geological,
         geochemical and engineering analysis thereof,  sampling,  pre-stripping
         and stripping,  the construction or installation of a mill or any other
         improvements to be used for the Mining, handling,  milling,  processing
         or other beneficiation of Products. The active pursuit of obtaining any
         federal,  state or local  authorization or permit related to any of the

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         foregoing   activities  included  in  this  definition  shall  also  be
         considered to be an act of Development  and  grammatical  variations of
         Development have a like meaning.

1.11     "Effective  Date" means the first day of the first month  following the
         date on which notice is provided pursuant to Section 1.2.

1.12     "Exploration"  means all activities  directed toward  ascertaining  the
         existence,  location,  quantity or quality of a  commercial  deposit of
         valuable  Ores  and  Minerals  on,  in or  under  the  Property,  which
         activities are conducted  prior to the  commencement  of Development of
         such  deposit.  Such  activities  include,  but  are  not  limited  to,
         investigating,  prospecting,  surveying,  sampling  and  drilling.  The
         active pursuit of obtaining any federal,  state or local  authorization
         or permit related to any of the foregoing  activities  included in this
         definition  shall also be  considered to be an act of  Exploration  and
         grammatical variations of Exploration have a like meaning.

1.13     "Mining"  means the  extraction  of Ores and Minerals from the Property
         and grammatical variations of Mining have a like meaning.

1.14     "Ores  and  Minerals"  means  any and  all  metallic  and  non-metallic
         minerals of every kind, grade and type (excluding only oil, gas, casing
         head gas and  associated  liquid and gaseous  hydrocarbon  substances),
         including, without limitation,  deposits, dores, ores, concentrates and
         solutions  containing such minerals in all forms in which such minerals
         may be found,  extracted or produced,  any  by-products  thereof having
         commercial value.

1.15     "Production Royalty" means the payments provided for in Section 4.02.

1.16     "Products" means all metals and commercial  minerals  produced from the
         Ores and Minerals which are Mined from the Property.

1.17     "Property" means:

          (a)  the  unpatented  mining  claims  situate  in the  State of Nevada
               described in Exhibit A, and all claims,  mineral titles,  mineral
               leases,  mineral exploration permits and other mining and mineral
               interests and rights  derived  therefrom  (including  any renewal
               thereof or other form of successor or substitute  title  relating
               thereto), and for clarity, any unpatented mining claims resulting
               from any  amendment or relocation  of such  unpatented  claims or
               patents  obtained with respect to any unpatented  claims included
               in the foregoing shall be deemed to be included in the Property;

          (b)  all unpatented or patented mining claims, mineral titles, mineral
               leases,  mineral exploration permits and other mining and mineral
               interests  and rights  included in the  Property  pursuant to the
               provisions of this Agreement from time to time; and

          (c)  such  other  rights  and  interests  as  may be  included  in the
               Property from time to time pursuant to Article XIII.

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1.18     "Quarter" means a calendar quarter;

1.19     "Quarterly  Average  Gold Price"  means the sum of the monthly  average
         gold price per ounce as quoted by the London Bullion Market Association
         (or, in the event that the London Bullion Market  Association ceases to
         publish such information,  then by a similar publication) of each month
         in an applicable Quarter, divided by three;

1.20     "Zebra" includes any subsidiary,  successor, parent company, subsidiary
         of parent company, division or Affiliate of Zebra.

                                   ARTICLE II
                               GRANT OF AGREEMENT

2.01     Demise of the Property.  Subject to the terms and conditions  contained
         in this  Agreement,  Hackworth  &  Tomany  hereby  grant  to  Zebra  an
         exclusive  lease of  Hackworth  & Tomany's  interest  in the  Property,
         including,  all of Hackworth & Tomany's rights and privileges,  whether
         now owned or hereafter acquired,  that are within the Area of Interest.
         The  Property  is  leased  to  Zebra  for the  purposes  of  Exploring,
         Developing, Mining, Producing, processing,  consuming, transporting and
         marketing Ores and Minerals,  by any method or methods deemed desirable
         by Zebra, whether the same be now or hereafter known to Zebra.

2.02     Mining Rights. The rights leased exclusively unto Zebra in Section 2.01
         expressly include, without limitation, the following:

          (a)  the right to Mine  Ores and  Minerals  by open pit,  underground,
               auger, borehole, drilling,  combustion, in-situ solution methods,
               or any other method now known or hereafter developed;

          (b)  the right to store,  save,  and  stockpile  Ores and Minerals and
               Products;

          (c)  the right to mill, concentrate,  refine and otherwise beneficiate
               Ores and Minerals;

          (d)  the right to transport and market Ores and Minerals and Products;

          (e)  the  right to  construct,  use,  maintain,  repair,  replace  and
               relocate any and all  facilities  and  structures on and under as
               may be necessary, useful or convenient in connection with Zebra's
               operations on the Property and/or operations on other lands owned
               (in whole or in part),  controlled,  leased or operated by Zebra,
               including,  but not  limited  to:  buildings,  roads,  railroads,
               shafts,  inclines,  tunnels,  drifts, pits, tailings ponds, leach
               pads,  piles of  waste,  earth,  waste  dumps,  ditches,  drains,
               pumping stations,  boreholes,  drill holes,  tanks,  dams, wells,
               reservoirs,  ponds  or  other  alterations,  mineral  stockpiles,
               pipelines,   telephone   lines,   utility  lines,   power  lines,
               processing  facilities,  and plants,  shops,  and  transportation
               facilities and other utilities, and the maintenance thereof;

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          (f)  all rights-of-way,  easements and servitudes as may be necessary,
               useful or  convenient  for the  purposes set forth in (a) through
               (e) above, and the right of ingress and egress therefore;

          (g)  the  right to use or  consume  so much of the  subsurface  of the
               Property  as  may  be  found  necessary,  useful,  convenient  or
               incidental  to carrying  out the purposes of this  Agreement,  in
               accordance  with the methods  adopted by Zebra,  such right to be
               carried out in Zebra's sole discretion without any requirement to
               leave or provide  subjacent or lateral  support for the overlying
               strata or surface or anything  thereon,  therein or there  under;
               Hackworth  & Tomany  hereby  waiving  and  releasing  all damages
               arising  from  all  operations  in and the  removal  of Ores  and
               Minerals from the Property by Zebra,  its  successors or assigns,
               or arising  from any and all physical  conditions  now present or
               which may hereafter develop in or about the Property;

          (h)  the right to possess and use all or any part of the  Property and
               any or all structures, facilities, tunnels shafts, pits, opening,
               ditches,   roads,   haulage  ways  and  other   improvements   or
               appurtenances   existing  thereon  or  there  under  to  Explore,
               Develop,  Mine, produce,  stockpile,  store, market and transport
               Ores and Minerals,  Products,  rock,  wasted,  water or materials
               form  all or  any  portion  of the  Property  and/or  from  other
               properties,  whether  contiguous  or not,  owned  (in whole or in
               part), controlled, leased or operated by Zebra, and for all other
               purposes,  including,  but not  limited  to,  all  rights-of-way,
               easements  and   servitudes  as  may  be  necessary,   useful  or
               convenient  therefore  and rights of  ingress to and egress  from
               such  other  properties  which  Zebra,  in its  sole  discretion,
               determines to be necessary, useful or convenient for Exploration,
               Development,  Mining  or  production  operations  on  such  other
               properties;

          (i)  the right to use and consume,  in compliance with the laws of the
               State of Nevada, all water rights relating to water within,  upon
               or  under  the  Property  and all  water  rights,  the  point  of
               diversion or place of use of which is on the Property;

          (j)  the  right to  commingle  (for all  purposes  including,  but not
               limited to, Mining, storing, transporting, marketing, or selling)
               any Ores and Minerals or Products produced from the Property with
               any material or minerals from properties  other than the Property
               provided such commingling is first weighed, measured, sampled and
               analyzed  in  accordance  with  sound  mining  and  metallurgical
               practices; and

          (k)  the right to mortgage,  pledge, charge, assign or transfer by way
               of security,  or otherwise  encumber the whole or any part of all
               of  Zebra's   rights  under  this  Agreement  for  any  financing
               purposes,  but  only on the  condition  that the  holder  of such
               encumbrance  shall have first  entered  into a written  agreement
               with  Hackworth  and Tomany to the effect that in  enforcing  its
               encumbrance,  the holder shall honor the terms of this Agreement,
               including the priority  ranking of Hackworth and Tomany's Advance
               Royalty and Royalty Payments to any such encumbrance.

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2.03     Information  and Data.  Upon  execution  of this  Agreement,  Zebra may
         obtain from Hackworth & Tomany,  all records,  data and  information in
         their possession or reasonably  available to them relating to ownership
         in the Property, and all maps, surveys,  technical reports, drill logs,
         mine,  mill and smelter  records,  and all  metallurgical,  geological,
         geophysical,  geochemical,  and other  technical data pertaining to the
         Property in their possession or reasonably available to them.

2.04     Title to After-Acquired and Additional Interests.  This Agreement,  and
         the  rights  granted to Zebra  hereunder,  will cover and extend to any
         further or additional  right,  title,  interest or estate heretofore or
         hereafter  acquired by  Hackworth & Tomany in or to the  Property,  the
         Area of Interest or any part thereof.

                                   ARTICLE III
                                      TERM

3.01     Term.  The primary  term of this  Agreement  shall be 30 years from the
         Effective Date (the "Primary Term"),  unless sooner terminated provided
         herein.  This Agreement  shall remain in effect after the expiration of
         the Primary Term for so long thereafter as the Advance Royalty payments
         and/or the Production  Royalty payments are paid in accordance with the
         terms of this Agreement, up to a maximum of 90 years.

3.02     Waiver of  Obligations.  Zebra shall have no  obligation  hereunder  to
         begin  or  prosecute  prospecting,  Exploration,  Development,  Mining,
         processing,  transporting  or other  operations on the Property,  or to
         Mine  and/or  remove  any  Ores  and  Minerals   thereon,   therein  or
         thereunder,  nor is there any implied  covenant  to do so.  Hackworth &
         Tomany  further  acknowledge  and  agree  that no  Mining  of Ores  and
         Minerals from the  Property,  or  otherwise,  are required  which would
         require  Zebra to pay any  Production  Royalty to  Hackworth  & Tomany.
         Hackworth & Tomany further  acknowledge and agree that Zebra may waste,
         consume,  spoil  and  destroy  any and all Ores and  Minerals  from the
         Property, or otherwise, in Zebra's sole discretion, and Zebra shall not
         be required to pay any Production Royalty on any such Ores and Minerals
         which may be so wasted,  consumed,  spoiled or  destroyed.  Hackworth &
         Tomany further  acknowledge and agree that the  consideration  provided
         herein, for the rights granted to Zebra hereunder,  including,  but not
         limited to the Advance Royalty,  constitute the sole  consideration for
         all rights  granted to Zebra  hereunder  and that the same  constitutes
         full,  reasonable,  fair  and  adequate  consideration  for the  rights
         granted  to  Zebra  hereunder.  If  Zebra  shall  conduct  Exploration,
         Development, Mining, processing,  transporting, and other operations or
         activities hereunder, such operations and activities shall be performed
         only to the extent,  at such times and  locations,  and by or with such
         methods as Zebra,  in Zebra's sole  discretion,  shall deem  desirable.
         Zebra  shall  not be  required  to  Mine,  or  protect  in  its  Mining
         operations,  any Ores and Minerals  which  cannot be Mined,  processed,
         shipped,  and  marketed  at a  reasonable  profit  to Zebra at the time
         encountered as determined in the sole discretion of Zebra.

                                   ARTICLE IV
          ADVANCE AND PRODUCTION ROYALTIES, SHARES AND WORK COMMITMENTS

4.01     Advance Royalty.

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          (a)  In consideration for the rights granted to Zebra hereunder, Zebra
               shall make the following payments to Hackworth & Tomany:

               Amount                       Payable On or Before
               ------                       --------------------

               $ 25,000.00      execution of this Agreement

               $100,000.00      the 15th day following the Effective Date

               $125,000.00      the  first day of Year 2 and  continuing  on the
                                first day of each year through Year 5

               $150,000.00      first day of Year 6 and  continuing on the first
                                day of each year through Year 12

               $200,000.00      the first day of Year 13 and  continuing  on the
                                first day of each year through Year 20

               $300,000.00      the first day of each year  beginning on Year 21
                                and continuing through Year 30

          (b)  For  purposes of this  Article IV, the term Year shall be defined
               as a  calendar  year  which  commences  on the same day,  in each
               calendar  year of the term of this  Agreement,  as the  Effective
               date of this  Agreement  (for clarity,  if the Effective  Date is
               April 1, 2010, the first day of year 2 is April 1, 2011).

          (c)  The payments under this Section 4.01 for each year of the term of
               this Agreement  beyond the Primary Term will be paid on or before
               the  first day of each  year  subsequent  to Year 30 and shall be
               based on the  payment  made under this  Section  4.01  during the
               prior Year  multiplied by the U.S.  Consumer Price Index for such
               prior  Year as  published  in the Wall  Street  Journal  or other
               comparable  publication  in the  United  States of  America  (the
               "CPI"),  and that factor added to the prior  Year's  payment (for
               clarity,  if the CPI in  Year 30 was  2.34%,  the  payment  on or
               before the first day of Year 31 would be $307,020.00 based on the
               following calculation: ($300,000 x 2.34%) + $300,000 = $307,020);
               and if the CPI in Year 31 was 1.50% the  payment on or before the
               first day of Year 32 would be $311,625.30  based on the following
               calculation: ($307,020 x 1.50%) + $307020 = $311,625.30).

          (d)  The  payments by Zebra to  Hackworth & Tomany  under this Section
               4.01  hereunder  shall  constitute  prepayment of the  Production
               Royalty   payments  and  Zebra  may,  during  the  term  of  this
               Agreement,  recover all  payments  under this  Section  4.01,  by
               crediting  such  payments  against,  and  in  reduction  of,  all
               Production  Royalty payments which may become payable by Zebra to
               Hackworth & Tomany under this Agreement.  All payments under this
               Section  4.01 not  recovered  by Zebra during a given Year may be

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               recovered by Zebra in subsequent years and no Production  Royalty
               payments  shall be due and owing to  Hackworth & Tomany until all
               payments  under this  Section  4.01 have been fully  recovered by
               Zebra.

4.02     Production Royalty.

          (a)  In  further   consideration  for  the  rights  granted  to  Zebra
               hereunder, Zebra shall pay to Hackworth & Tomany a royalty as set
               forth in Exhibit C; and

          (b)  no payments  under this Section 4.02 shall be due with respect to
               samples of Ores and Minerals which Zebra deems  necessary to test
               or evaluate the technical or economic  feasibility of extraction,
               milling  or  processing  methods  which  may be used to enjoy the
               benefits and rights granted to Zebra hereunder.

4.03     Manner of Payment.  All  payments of Advance  Royalties  or  Production
         Royalties due or  payableunder  this Article IV may be made by check or
         draft  mailed or  delivered  on or before the due date to  Hackworth  &
         Tomany in the name of the person designated and at the address provided
         in Section 14.08 below.

4.04     Work  Commitments.  Unless this  Agreement  is  terminated  as provided
         herein, the following Allowable Expenditures will be incurred or funded
         by Zebra on or before the end of the following respective Years:

         Year                          Allowable Expenditures
         ----                          ----------------------

         Year 1                             $150,000

         Year 2                             $200,000

         Year 3                             $250,000

         Year 4                             $300,000

         Year 5                             $350,000

                                    ARTICLE V
                                MINING OPERATION

5.01     Right of Entry During Lease Period.  During the term of this Agreement,
         Zebra and its authorized representatives shall have, subject to Section
         5.06, the sole and exclusive  right in respect of the Property to enter
         thereon and to have exclusive and quiet possession thereof.

5.02     Standard. Zebra shall perform or cause to be performed its Exploration,
         Development and Mining and other operations upon the Property and under
         this Agreement in a good and workmanlike  manner and in accordance with
         sound mining and engineering practices.

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5.03     Compliance  with Law.  All work  performed or caused to be performed by
         Zebra upon the  Property  shall be in  compliance  with all  applicable
         federal,  state  and  local  laws,  rules  and  regulations,  expressly
         including,  but not limited to, any and all applicable  laws, rules and
         regulations pertaining to the reclamation of the Property.

5.04     Books. Zebra shall keep accurate books and records on the accrual basis
         in accordance with generally accepted accounting principles.  Hackworth
         & Tomany's  sole  inspection  and audit rights as to Zebra's  books and
         records are set forth in Exhibit C.

5.05     Reports.  Zebra shall  furnish to  Hackworth & Tomany,  on or before 90
         days  following  the  end of  each  Year,  copies  of all  geophysical,
         geochemical,   and  geological   surveys,   drilling  logs,   assaying,
         metallurgical  testing,   environmental  studies  and  engineering  and
         geologic data and studies  produced by Zebra with no warranty,  express
         or implied,  as to the  completeness  or accuracy of any information or
         data made  available to Hackworth & Tomany  hereunder or to the fitness
         or  suitability of such  information or data for any purpose,  together
         with a report on Allowable Expenditures incurred on the Property during
         such Year.

5.06     Inspections.  Zebra shall permit  Hackworth & Tomany and, in reasonable
         numbers,  their  authorized  representatives,  at  their  own  risk and
         expense,  and subject to section  14.19,  access to the Property at all
         reasonable times for inspection purposes, provided that:

          (i)  Hackworth & Tomany  provides Zebra with 10 days written notice of
               any intended visit to the Property; and

          (ii) If Zebra is conducting  operations  on the Property,  Hackworth &
               Tomany, or their authorized representatives, shall be accompanied
               by a Zebra representative while visiting the Property.

5.07     Indemnity.  Hackworth & Tomany hereby agree to indemnify  Zebra, and to
         save Zebra harmless, from all costs, liabilities, damages and expenses,
         of any kind whatsoever,  including attorney fees, which Zebra may incur
         or suffer  as a result  of (i) any  injury,  including  injury  causing
         death, to Hackworth & Tomany, or their authorized  representatives;  or
         (b)  any  activities  by  Hackworth  &  Tomany,   or  their  authorized
         representatives, on the Property.

                                   ARTICLE VI
                                    OWNERSHIP

6.01     Ownership.  Hackworth  &  Tomany  hereby  represents  and  warrants  as
         follows:

          (a)  Hackworth & Tomany are Nevada residents.

          (b)  there are no actions, suits, claims,  proceedings,  litigation or
               investigations  pending  or, to the best of  Hackworth & Tomany's
               knowledge  after  due  investigation,  threatened,  or  judgments
               outstanding and unsatisfied  against or affecting any part of, or

                                       10
<PAGE>

               all of the Property,  or this Agreement,  at law or in equity, or
               in arbitration, mediation, or instrumentality. Hackworth & Tomany
               are not aware of any facts or  circumstances  upon which any such
               action,  suit,  claim,  proceeding,  litigation or  investigation
               could be based.  Hackworth  & Tomany know of no  requirements  of
               federal, state or local law, which could materially and adversely
               affect Zebra's ability to Explore,  Develop and Mine the Property
               as contemplated by this Agreement;

          (c)  with regard to the Property:

               (i)  it is not  subject  to any  royalty,  overriding  royalty or
                    payment on the  production of Ores and Minerals or Products,
                    except a set forth in this Agreement;

               (ii) it is not subject to any prior agreements including, without
                    limitation,  any royalty obligations,  lease, mortgage, deed
                    of  trust,  restriction,  contract  for  sale or  option  to
                    purchase  and  Hackworth & Tomany have not  committed to the
                    sale or right of first refusal,  preemptive right,  lease or
                    any other form of disposition of the Property; and

               (iii)it is  free  and  clear  of  all  charges,  claims  defects,
                    objects,  liens  and  encumbrances,  except  taxes  not  yet
                    assessed;

          (d)  there has been no act or  omission by  Hackworth  & Tomany  which
               could result by notice or lapse of time,  or both, in the breach,
               termination,  abandonment,  forfeiture,  relinquishment  or other
               premature  termination of the rights of Hackworth & Tomany in and
               to the Property;

          (e)  Hackworth & Tomany have not  incurred any  expenditures  and have
               made no commitments to make  expenditures  in connection with the
               Property which are, or will be become,  due and payable after the
               Effective Date of this Agreement;

          (f)  Hackworth & Tomany have made no  agreements or  arrangements  for
               the sale of any Ores and Minerals or Products located on or under
               the Property or produced form the Property; and

          (g)  Hackworth  &  Tomany  are not  aware  of any  material  facts  of
               circumstances  not disclosed in writing to Zebra,  the disclosure
               of  which  is  necessary  to  prevent  the   representations  and
               warranties of this Article VI from being materially misleading.

6.02     Survival.  The representations and warranties contained in Section 6.01
         survive the execution and delivery of this Agreement.

6.03     Discharging  Liens.  Zebra,  at its  option,  may  discharge  any  tax,
         mortgage,  deed of trust or other  lien upon the  Property,  and in the
         event Zebra does so it shall be  subrogated to such lien with the right
         to  enforce  the same  and  apply  all  Advance  Royalties,  Production
         Royalties,  or other payments or shares, accruing to Hackworth & Tomany
         hereunder, toward satisfying same.

                                       11
<PAGE>
6.04     Proportionate Reduction. Without impairment of Zebra's rights under the
         above warranties of ownership, if Hackworth & Tomany own an interest in
         the Property,  which is less than a 100% interest in the Property, then
         the Advance  Royalties  and  Production  Royalties  provided for herein
         shall  be paid to  Hackworth  &  Tomany  only  in the  proportion  that
         Hackworth & Tomany's  interest in the Property  actually owned bears to
         the ownership interest warranted in this Agreement.

6.05     Ownership Defects. Without impairment of Zebra's rights under the above
         warranties  of  ownership,  if  ownership  to the  Property or any part
         thereof, is, in the opinion of Zebra's counsel,  defective, Zebra shall
         so notify  Hackworth  &  Tomany,  at any time  during  the term of this
         Agreement, of the specific defect and provide sufficient information so
         that Hackworth & Tomany shall, at their expense,  undertake to promptly
         cure such defect or defects with reasonable  promptness after Hackworth
         & Tomany's receipt of notice thereof,  failing which, Zebra may, at its
         option,  cure such defect or defects and deduct the cost  thereof  from
         any subsequent  payments due to Hackworth & Tomany under this Agreement
         or may elect to terminate this  Agreement in whole or in part,  without
         prejudice to any claims Zebra may have against  Hackworth & Tomany as a
         result of such defect or defects.  Hackworth & Tomany  agree to execute
         all  documents  and do any and all  things  that  may be  necessary  or
         desirable to assist Zebra in eliminating any such defect or defects.

6.06     Contested  Title.  If at any  time or  times  during  the  term of this
         Agreement  the right to the use of the  Property or any part thereof is
         or may be  contested  by any party,  including a  governmental  agency,
         Zebra shall have the right, but not the obligation,  to defend or quiet
         the title  thereto  before any court or  administrative  body. If Zebra
         elects to defend or quiet title,  Zebra shall have the right to deduct,
         from  any and  all  payments  due to  Hackworth  &  Tomany  under  this
         Agreement,   all  reasonable   costs  and  expenses  of  such  actions,
         including,  but not limited to,  attorney  fees,  deposition  costs and
         investigative expenses, unless such actions result from Zebra's failure
         to perform any of its obligations  set forth in this Agreement.  Zebra,
         at any time may withdraw from or discontinue any title  litigation,  or
         any  steps it may have  undertaken  to  defend  or quiet  title,  after
         written notice of such withdrawal is delivered to Hackworth & Tomany.

6.07     Escrow  Deposit.  In the event of dispute or  litigation as to title of
         the Property or as to Advance Royalties,  Production Royalties,  or any
         other amounts payable under this Agreement, any such Advance Royalties,
         Production  Royalties or other payments may be deposited in escrow with
         a  depository  bank  selected by Zebra to be held until such dispute or
         litigation is finally resolved or terminated.  Any sums so deposited in
         escrow by Zebra hereunder shall be deemed payment of Advance Royalties,
         Production  Royalties  or other  sums due  hereunder  for  purposes  of
         compliance by Zebra with its obligations  under this Agreement.  Should
         the dispute or  litigation  be settled in favor of  Hackworth & Tomany,
         Hackworth  & Tomany  shall be  entitled  to any earned  interest on the
         deposited funds for the period such funds are held in escrow.

6.08     Amendment and Relocation of Mining  Claims.  Zebra shall have the right
         to amend or relocate in the name of Hackworth & Tomany,  the unpatented
         claims,  which are subject to this Agreement,  which Zebra, in its sole

                                       12
<PAGE>
         discretion,  deems  advisable to amend or relocate.  Zebra shall not be
         liable to  Hackworth  & Tomany for any act, or failure to act, by it or
         any of its agents in  connection  with the  amendment or  relocation of
         such claims as long as such act, or omission, does not arise from gross
         negligence or is not made in bad faith. Hackworth & Tomany hereby grant
         Zebra a special power of attorney to file  amendments to the memorandum
         of this  Agreement to reflect any changes in the legal  description  of
         the Property occasioned by any amendment or relocation.

6.09     Patent and Mineral Lease Proceedings.  Upon the request of Zebra at any
         time or times  during the term of this  Agreement,  Hackworth  & Tomany
         agree to  undertake  to obtain  patent to any or all of the  unpatented
         mining claims which are subject to this Agreement.  Zebra shall prepare
         all  documents and compile all data and comply in all respects with the
         applicable law, all at the expense of Zebra. Hackworth and Tomany shall
         execute  any and all  documents  required  for this  purpose  and shall
         cooperate  fully  with  Zebra  in  the  patent  or  lease   application
         proceedings  subsequent  thereto.  If  Hackworth  & Tomany  begin  such
         proceedings  and  Zebra  thereafter  requests  Hackworth  &  Tomany  to
         discontinue such proceedings,  or if this Agreement is terminated while
         such  proceedings are pending,  Zebra shall have no further  obligation
         with respect thereto except to pay any unpaid expenses  accrued in such
         proceedings   prior  to  its  request  to   discontinue   or  prior  to
         termination, whichever occurs first.

6.10     Change of Law. If the laws of the United States concerning  acquisition
         of mineral rights on federally managed lands are repealed,  amended, or
         new legislation is enacted, Zebra shall have the right to take whatever
         action it deems  appropriate  to preserve a right to  Explore,  Develop
         and/or Mine the Property.  If Zebra elects to take any action under the
         terms of this Section 6.10, it shall first notify Hackworth & Tomany in
         writing  setting  forth  the  nature  of  the  proposed  action  and an
         explanation  thereof.  Hackworth & Tomany agree to cooperate with Zebra
         and  execute  whatever  documents  are  deemed  necessary  by  Zebra to
         accomplish  such action.  Nothing in this Section 6.10 shall impose any
         obligation  upon Zebra to take any action,  and nothing in this Section
         6.10  diminishes  the right of Hackworth & Tomany to take any action it
         deems appropriate; provided, however, that if Hackworth & Tomany choose
         to take any action,  it will first  inform  Zebra of the nature of such
         contemplated action.

6.11     General. Nothing herein contained, and no notice or action which may be
         taken under this Article VI, shall limit or detract from Zebra's  right
         to terminate this Agreement in the manner provided in this Agreement.

                                   ARTICLE VII
                  REPRESENTATIONS AND WARRANTIES OF THE PARTIES

7.01     Representations  and Warranties.  Each Party represents and warrants to
         the other as follows:

          (a)  that, with regard to Zebra, it is incorporated  under the laws of
               Nevada and in good standing under such laws.

                                       13
<PAGE>
          (b)  that they have the  capacity,  power and  authority to enter into
               and perform  this  Agreement  and all  transactions  contemplated
               herein and that all other actions  required to authorize  them to
               enter into and perform this Agreement have been properly taken;

          (c)  that they will not breach any other  agreement or  arrangement by
               entering into or performing this Agreement;

          (d)  that this  Agreement has been duly executed and delivered by them
               and constitutes the legal, valid and binding obligations of Zebra
               and Hackworth & Tomany enforceable in accordance with its terms;

          (e)  that  to the  best  of  their  respective  knowledge,  after  due
               investigation,   neither  the  execution  and  delivery  of  this
               Agreement,  nor  compliance  by  either  Party  with  any  of the
               provisions  of this  Agreement  conflict or will conflict with or
               result or will result,  with or without  notice or lapse of time,
               or both,  in a breach  of,  or  default,  or  result in any lien,
               charge,  encumbrance or adverse claim against or on the Property,
               under any of the terms,  conditions  or  provisions  of a Party's
               articles or by-laws or any directors or shareholders  resolutions
               of a Party or any  agreement or  instrument to which either Zebra
               or  Hackworth & Tomany is a party,  or  judgment,  order,  law or
               governmental   or   administrative   regulation  or   restriction
               applicable to it; and

          (f)  that  they  have not  made  any  assignment  for the  benefit  of
               creditors,  filed any petition in  bankruptcy,  been  adjudicated
               insolvent or bankrupt,  petitioned or applied to any tribunal for
               any   receiver,   conservator   or  trustee  of  them  under  any
               reorganization  arrangement,  readjustment of debt, conservation,
               dissolution  or liquidation  law or statute of any  jurisdiction,
               and no such action or proceeding has been commenced  against them
               by any creditor,  claimant,  governmental  agency or other person
               and the they have no present plans or intentions to undertake any
               of the foregoing.

7.02     Disclosure.  The  Parties  are  not  aware  of any  material  facts  or
         circumstances  not  disclosed  in  writing  to  the  other  Party,  the
         disclosure   of  which  is  necessary  to  prevent  the  covenants  and
         warranties in this Article VII from being materially misleading.

7.03     Survival.  The covenants and  warranties  contained in this Article VII
         survive the execution and delivery of this Agreement.

                                  ARTICLE VIII
                                      TAXES

8.01     Taxes. Zebra agrees to pay, to the extent applicable, the following:

          (a)  all taxes  levied and  assessed on  improvements  placed upon the
               Property by Zebra during the term of this Agreement; and

                                       14
<PAGE>
          (b)  any  increase  in tax levied  upon the  interest  of  Hackworth &
               Tomany in the Property  during the term of this  Agreement to the
               extent that such increase is attributable  to Zebra's  operations
               or activities upon the Property.

          Zebra's  obligation  to pay the  aforesaid  taxes shall  commence with
          taxes payable for the year of execution of this Agreement  prorated as
          of the  Effective  Date.  Zebra  agrees to make  payment  thereof,  as
          required by federal, state and local statutes,  rules and regulations,
          so that no default in taxes upon the  interest  of  Hackworth & Tomany
          shall  occur;  provided  however,  that Zebra  shall have the right to
          contest by  judicial  proceeding  or  otherwise  the  validity  of any
          assessment  or levy of any of the  aforesaid  taxes  and to take  such
          action as Zebra deems  necessary or desirable to secure  cancellation,
          reduction,  adjustment or  equalization  thereof before Zebra shall be
          required  to pay and  discharge  the same.  Hackworth  & Tomany  shall
          cooperate  and assist  Zebra as  necessary  in any  judicial  or other
          proceeding contesting the validity of any assessment or levy of any of
          the aforesaid taxes.

          Zebra may require that taxes be assessed to Hackworth & Tomany in care
          of Zebra in order that it may assure  itself that the taxes are timely
          paid. Zebra shall deliver  duplicates of any tax receipts for payments
          made if requested  to do so by  Hackworth & Tomany.  It is agreed that
          should  Hackworth  & Tomany  receive  tax bills or claims that are the
          responsibility  of  Zebra  hereunder,   the  same  shall  be  promptly
          forwarded  to Zebra for  appropriate  action and if not so  forwarded,
          Zebra shall not be responsible  for any delinquent  payment charges or
          interest charges resulting from the late payment of such taxes.

          If Zebra should,  upon  surrender or other  termination  of its rights
          under this  Agreement,  be in  possession  of the  Property for only a
          portion of a year,  the taxes for the year shall be  prorated  between
          Hackworth  & Tomany  and Zebra on the basis of taxes paid for the last
          preceding calendar year.

          Zebra shall not be  obligated  to pay any tax imposed upon any payment
          it makes to Hackworth & Tomany under this  Agreement,  nor shall Zebra
          be compelled  to discharge  any liens upon the Property not arising by
          reasons of its activities under this Agreement.

8.02     Tax Payments by Hackworth & Tomany.  During the term of this Agreement,
         except as otherwise specifically set forth in Section 8.01, Hackworth &
         Tomany  shall pay,  to the extent  applicable,  when due all general ad
         valorem taxes and assessments  assessed  against the Property,  and all
         other lawful public taxes and assessments, whether general, specific or
         otherwise, assessed and levied upon or against the Property.

                                   ARTICLE IX
                             LIABILITY AND INSURANCE

9.01     Liens. Zebra shall promptly pay all wages due its workmen and employees
         and pay for all  materials and supplies  furnished  for its  operations
         hereunder  and shall  defend and  protect  Hackworth  & Tomany from and
         against all claims,  liens and liabilities  which may arise as a result
         of Zebra's failure so to do. In the event that any mechanic's, material

                                       15
<PAGE>
         men's or laborer's  liens may arise and are filed  against the Property
         as a result of Zebra's operations hereunder, Zebra shall take all steps
         to obtain the discharge thereof.

9.02     Insurance.  Zebra shall  maintain at all times  during the term of this
         Agreement  insurance  of the type and in an amount  adequate to satisfy
         employer's  liability  and  worker's  compensation   obligations  under
         applicable federal and state laws.

9.03     Liability.  Zebra will,  at its sole  expense,  save,  protect and hold
         Hackworth & Tomany  harmless  against  any and all  claims,  demands or
         judgments  whatsoever for loss or damage to personal property and death
         or injury to persons arising out of Zebra's activities or operations on
         the Property,  except those claims of Hackworth & Tomany,  its assigns,
         assigns representatives,  contractors,  employees, successors or agents
         which  are  barred  by  the   provisions  of  Section   5.06.   Zebra's
         responsibilities   under  this  Section  9.03  shall   terminate   upon
         termination of this Agreement,  except for causes of action accruing on
         or before the date of termination.

                                    ARTICLE X
                                   TERMINATION

10.01    Termination of Lease Agreement.

          (a)  This Agreement may be terminated:

               (i)  in the manner provided for in Section 1.3;

               (ii) by Zebra, at any time, upon Zebra  delivering to Hackworth &
                    Tomany written notice that it has terminated this Agreement;

               (iii)by  Hackworth  & Tomany,  if Zebra has not paid the  Advance
                    Royalty payments as set forth in Section 4.01 and has failed
                    to cure such  defect  within 30 days of  Hackworth  & Tomany
                    delivering  written  notice  to Zebra of such  defect,  upon
                    Hackworth & Tomany  delivering to Zebra written  notice that
                    it has terminated this Agreement;

               (iv) by  Hackworth & Tomany,  if Zebra has not incurred or funded
                    the Allowable Expenditures as set forth in Section 4.04, and
                    has failed to cure such defect,  or paid  Hackworth & Tomany
                    the amount of such defect  (which  payment will be deemed to
                    satisfy  such  Allowable  Expenditure  requirements  for the
                    applicable  Year)  within  30 days  of  Hackworth  &  Tomany
                    delivering  written  notice  to Zebra of such  defect,  upon
                    Hackworth & Tomany  delivering to Zebra written  notice that
                    it has terminated this Agreement;

          (b)  If this Agreement is terminated in the circumstances contemplated
               by  sub-clause  (a)(i) or (a)(ii)  above  within 90 days prior to
               payment of the annual government fees, due to maintain the mining
               claims  described in Exhibit A in good standing for another year,

                                       16
<PAGE>
               Zebra will be obligated to pay such fees,  and if this  Agreement
               is terminated in the circumstances contemplated by sub-clause (i)
               or (ii) above  within 30 days prior to the  payment of the annual
               government  fees,  due to  maintain in good  standing  the mining
               claims which become part of the Property pursuant to Article XIII
               for another year, Zebra will be obligated to pay such fees.

10.02    Rights and Obligations After  Termination.  In the event of termination
         of this  Agreement  pursuant  to Section  10.01,  Zebra  shall have the
         right, for a period of 12 months following  termination,  to remove its
         buildings,  structures,  machinery, casings, tools, equipment and other
         personal  property,  permanent  improvements  and  fixtures  erected or
         placed  upon the  Property  by Zebra,  or its  assigns,  after the date
         hereof.  Zebra shall leave on the  Property  any track,  pipe,  timber,
         shaft guides,  sheave wheels,  air gates,  ventilation  ducts,  chutes,
         ladders and other  protective  devises in place on the Property for the
         purpose  of  safety  and  underground   support  and  entry.  All  such
         buildings,  structures,  machinery,  casings, tools, equipment or other
         personal property, permanent improvements or fixtures not removed prior
         to the  expiration of such 12 month period,  shall,  at the election of
         Hackworth & Tomany,  be deemed affixed to the Property and shall become
         and remain the sole property of Hackworth & Tomany.

10.03    Obligations  and  Liability  for  Default.  Upon  termination  of  this
         Agreement as provided  for in this Article X,  Hackworth & Tomany shall
         be entitled to retain all  payments  that were paid to it prior to such
         termination,  and, except for (i) any unfulfilled  obligations of Zebra
         under paragraph  10.01(b) above;  (ii) any reclamation or other similar
         requirements  mandated by state or federal law or regulation in regards
         to Zebra's activities on the Property; and (iii) the return by Zebra of
         drill  cores and chip trays from the  Property,  obtained by Zebra from
         Hackworth  or  Tomany  or  from  Zebra's  Property  drill  programs  or
         otherwise,  to Hackworth & Tomany at 423 Mizpah Circle,  P. O. Box 452,
         Tonopah,  Nevada,  89049,  or such other location as Hackworth & Tomany
         may advise Zebra, Zebra shall have no further obligation to Hackworth &
         Tomany under this  Agreement and shall have no liability to Hackworth &
         Tomany by way of damages of any kind whatsoever.

                                   ARTICLE XI
                        TRANSFER RIGHTS AND RESTRICTIONS

11.01    Transfers,  Charges,  Restrictions.  Hackworth & Tomany shall not sell,
         transfer,  convey,  assign,  pledge,  mortgage,  charges  or  otherwise
         dispose of or encumber all or any part of its right, title and interest
         in and to the Property or this Agreement (collectively, the "Interest")
         except as permitted by this Article XI.

11.02    Right of First Refusal.

          (a)  if Hackworth  and Tomany  receive a bona fide offer from a person
               or entity,  with whom Hackworth & Tomany deal at arm's length, to
               purchase all, or any part of, its Interest, which offer Hackworth
               & Tomany is willing to accept, or if Hackworth & Tomany intend to
               make an offer to a person or entity, with whom Hackworth & Tomany
               deal at arm's  length to sell all,  or any part of, its  Interest
               (both  instances  of which  are  hereinafter  referred  to as the

                                       17
<PAGE>
               "Offer"), then Hackworth & Tomany will deliver to Zebra, promptly
               after receipt of, or the making of, an Offer, as the case may be,
               written notice (the "Offer Notice") of the Offer,  accompanied by
               a copy of the  Offer and all  information  in the  possession  of
               Hackworth & Tomany regarding the person or entity (the "Offeror")
               from whom, or to whom, the Offer is received or made, as the case
               may be. The Offer Notice will  constitute an offer by Hackworth &
               Tomany to Zebra to sell  Hackworth & Tomany's  Interest,  or part
               thereof included in the Offer, (the "Offered  Interest") to Zebra
               at the  same  price  and on the  same  terms  and  conditions  as
               specified in the Offer and Zebra may accept the offer constituted
               by the Offer Notice by delivering  to Hackworth & Tomany,  within
               60 days after the delivery of the Offer Notice to Zebra,  written
               notice (the  "Acceptance  Notice") of Zebra's  acceptance of such
               offer;

          (b)  if the Offer is for a price payable in whole,  or in part, by way
               of securities, royalties, or other real or personal property, the
               Offer Notice shall be  accompanied by an opinion of an investment
               dealer (or such other qualified advisor as is appropriate) in the
               United  States of  America  of the cash  equivalent  value of the
               securities,  royalties  or other real or  personal  property  and
               Zebra shall have the option to pay for the Offered Interest in an
               amount of cash equal to such cash equivalent  value or to pay for
               the Offered  Interest on the same terms and conditions as set out
               in the Offer and Zebra's choice of this option shall be stated in
               the Acceptance Notice;

          (c)  the  delivery  by Zebra to  Hackworth  & Tomany of an  Acceptance
               Notice will  constitute  a binding  agreement  between  Zebra and
               Hackworth  & Tomany  for the  purchase  and  sale of the  Offered
               Interest at the price and on the terms and  conditions  specified
               in Acceptance Notice, which price and terms and conditions may be
               modified  by  agreement  between  the  Parties or by  arbitration
               pursuant to Section 13.02;

          (d)  for clarity, if Zebra purchases the Offered Interest,  Zebra will
               have  acquired  any and all of  rights  included  in the  Offered
               Interest  including,  including,  but not limited,  all remaining
               Advance Royalties or Production Royalties payable by Zebra herein
               and any and all other rights such purchase includes;

11.03    Permitted  Sales.  If an  Acceptance  Notice is not  delivered by Zebra
         within the time provided for in Section 11.02,  Hackworth & Tomany may,
         for a period of 60 days  thereafter,  transfer the Offered  Interest to
         the Offeror at a price, and on terms and conditions, no less favourable
         to Hackworth & Tomany than as set out in the Offer;  provided,  however
         that upon closing of such  transaction,  the Offeror agrees to be bound
         by the terms and conditions of this Agreement.  If such transaction has
         not completed  within the said 60 day time period,  then the provisions
         of Section 11.02 shall again become  applicable to any sale or transfer
         of the Offered Interest.

11.04    Transfer to Affiliates, Heirs, Family Members, Trusts.  Notwithstanding
         any other provision of this Article XI, Hackworth & Tomany may transfer
         the Interest,  or part thereof,  to any  Affiliate,  any of Hackworth &
         Tomany's  heirs,  immediate  family members (which  includes a husband,
         wife, son or daughter), or a trust established for Hackworth & Tomany's
         heirs or immediate family members; provided, however as follows:

                                       18
<PAGE>
          (a)  that upon closing of such  transaction,  the transferee agrees to
               be bound by the terms and conditions of this Agreement; and

          (b)  the said Affiliate will remain an Affiliate of Hackworth & Tomany
               for so long as the  Affiliate  owns  all,  or any  part  of,  the
               Interest of Hackworth & Tomany.

11.05    No Release.  Hackworth & Tomany shall be liable  under this  Agreement,
         for, or with respect to, any breach or  non-observance of any covenant,
         condition  or term  hereof,  by any  transferee  under this Article XI,
         except to the extent expressly otherwise agreed to in writing by Zebra.

11.06    Closings.  Any  agreement for the purchase and sale of all, or any part
         of, the Interest pursuant to Section 11.02, shall be completed no later
         than 10 days after a binding agreement for the purchase and sale of the
         Interest has come into  effect,  or, if any  determination  of value is
         required by agreement or arbitration,  no later than 10 days after such
         determination.  Unless  otherwise  agree to in writing by the  Parties,
         completion of the purchase and sale of the  Interest,  shall take place
         at the offices of James M.  Copenhaver,  P.C., 950 Idaho Street,  Elko,
         Nevada.  At the time  scheduled  for  completion,  the Party who is the
         purchaser  (the  "Purchaser")  shall  deliver  to the  Party who is the
         vendor (the  "Vendor")  payment of the purchase  price  (which,  if the
         whole or part of the purchase price is in cash, then by certified check
         or bank draft) for the Interest, or portion thereof, being purchased by
         the Purchaser,  and the Vendor shall deliver to the Purchaser  executed
         transfers of the Interest, or portion thereof,  being purchased by the,
         Purchaser in form and  substance  satisfactory  to the  Purchaser.  The
         Interest, or portion thereof, being purchased by the Purchaser shall be
         transferred by the Vendor to the Purchaser free and clear of all liens,
         claims,  charges  and  encumbrance  of others,  and if by reason of any
         lien, claim, charge or encumbrance on the Interest, or portion thereof,
         being  purchased by the  Purchaser,  the Vendor is unable to do so, the
         Purchaser may make payment to the holder of the lien, claim,  charge or
         encumbrance, to discharge the same, which payment shall be deemed to be
         payment to the Vendor and shall be applied in  reduction  of the unpaid
         balance of the purchase  price for the  Interest,  or portion  thereof,
         being purchased by the Purchaser.

11.07    Equitable Remedies. Hackworth & Tomany acknowledges that a breach by it
         of this  Article XI would result in loss to Zebra for which Zebra could
         not  be  adequately   compensated  in  damages  by  a  monetary  award.
         Accordingly,  Hackworth & Tomany  agree that in the event of any breach
         by it of this  Article XI,  Zebra  shall,  in addition to all  remedies
         available  to Zebra at law or in  equity,  be  entitled  as a matter of
         right to apply to a court of competent and equitable  jurisdiction  for
         such  relief  by  way  of  specific  performance,   restraining  order,
         injunction (including an interim injunction),  decree or otherwise,  as
         may be  appropriated  to ensure  compliance with the provisions of this
         Article XI.

11.08    Zebra  Transfers.  Zebra,  may at any  time  during  the  term  of this
         Agreement  sell,  transfer,  assign or otherwise  dispose of all or any
         portion  of its  interest  in all or any part of the  Property  or this
         Agreement,  provided  that that upon closing of such  transaction,  the
         transferee  agrees  to be bound by the  terms  and  conditions  of this

                                       19
<PAGE>
         Agreement. Zebra shall be released of all of its obligations under this
         Agreement  following the closing of any transaction  under this Section
         11.08.

11.09    Sale of Property by Zebra for Non-Mining  Purposes.  If Zebra sells the
         Property to a non-government party for purposes other than Exploration,
         Development  and Mining or the processing of Ores and Minerals from the
         Property,  Hackworth & Tomany are  entitled to receive 25% of the sales
         price,  after  deduction of Zebra's direct costs relating to such sale,
         and to retain the  Production  Royalties  payable under this  Agreement
         (such rights to be included in the sale agreement).  If Zebra sells the
         Property to a  government  party,  including  such  Production  Royalty
         rights from production from the Property retained by Hackworth & Tomany
         at the time of such sale shall be included in such sale of the Property
         to the government  Party. In this  circumstance  Hackworth & Tomany are
         entitled to receive 15% of the sales price,  after deduction of Zebra's
         direct  costs  relating  to such  sale.  Hackworth  &  Tomany  shall be
         entitled to be present at the  negotiations  regarding  the sale of the
         Property to a government  party and Zebra shall, by notice to Hackworth
         & Tomany, facilitate such presence.

                                   ARTICLE XII
                                  FORCE MAJEURE

12.01    Force Majeure.  All obligations of Zebra under this Agreement,  and all
         conditions  under this Agreement to the continuation of this Agreement,
         including  but  not  limited  to  any  payment   obligations  by  Zebra
         hereunder, shall be suspended, and Zebra shall not be deemed in default
         or liable for damages or other legal or equitable  remedies while,  but
         only  as  long  as,  Zebra  is  prevented   from  complying  with  such
         obligations  or  conditions  in  whole,  or  in  part,  by  actions  of
         environmental  lobbyists,   strikes,   lockouts,  labour  slowdowns  or
         disturbances,  acts of God, explosion,  flood,  epidemics,  unavoidable
         accidents, uncontrollable delays in transportation, inability to obtain
         necessary  materials or services in the open market,  unusually  severe
         weather, inadequate facilities for the transportation of materials, any
         local, state or federal law,  regulation or order, or any other matters
         beyond the reasonable control of Zebra,  whether similar to the matters
         herein specifically  enumerated or not ("Force Majeure").  The time, or
         times,  specified  herein for compliance by Zebra with any  obligations
         and conditions  under this Agreement,  including but not limited to any
         payment obligations by Zebra hereunder, shall be extended for a period,
         or  periods,  equal to the  duration  of the Force  Majeure;  provided,
         however, that performance by Zebra shall be resumed within a reasonable
         time after  that  Force  Majeure  has  ceased to exist;  and  provided,
         further,  that Zebra shall not be required,  against  Zebra's  will, to
         compromise  or settle any labour  disputes or to question the validity,
         or to refrain from, judicially testing the validity of any local, state
         or federal order,  regulation or law.  Without  limitation of the above
         general provision,  if Zebra is, or becomes,  subject,  at any time, to
         environmental regulations or governmental  restrictions  (environmental
         regulations or governmental  restrictions  shall include any law, rule,
         regulation,  order, judgment,  policy, proposal,  action or inaction or
         restriction  relating to air  pollution,  water  pollution,  surface or
         subsurface  Exploration or Mining and surface or subsurface  effects of
         Mining or land use) which prohibit or materially  affect any operations
         hereunder or planned to be carried out hereunder,  Zebra shall have the
         right to declare the existence of a condition of Force  Majeure  during
         the period in which Zebra is in good faith seeking a feasible method to
         comply with, be exempted  from,  modify,  obtain  necessary  permits or

                                       20
<PAGE>
         licenses under or prevent the enactment, promulgation or enforcement of
         such environmental regulations or governmental restrictions.  Hackworth
         & Tomany agree to cooperate with Zebra in prosecuting any such actions.

                                  ARTICLE XIII
                          ACQUISITIONS AND ABANDONMENTS

13.01    Acquisitions:  Property  and Area of  Interest.  If either  Hackworth &
         Tomany, or Zebra, or any of their respective  Affiliates,  acquires any
         interest, or the right to acquire any interest, in:

          (a)  any  mining  claim,   mineral  title,   mineral  lease,   mineral
               exploration permit, license, concession or other mineral property
               interest  within,  or partially  within,  or  contiguous  to, any
               portion of the Area of Interest;

          (b)  any water rights or easements,  licenses,  rights of way, surface
               lands, titles, leases or other surface rights that are within the
               area of the Property; or

          (c)  any water rights or easements,  licenses,  rights of way, surface
               lands,  titles,  leases or other surface  rights that are outside
               the Area of Interest  and the area of the  Property but which are
               necessary for, or appurtenant to, any Exploration, Development or
               Mining purposes;

         whether  through  acquisition,   option,  staking  or  map  staking  or
         otherwise  (such  acquired  interest  or  right is  referred  to as the
         "Acquired Interest" and for greater certainty,  where only a portion of
         the  interest  or right is within the Area of  Interest,  this  Section
         14.01 is applicable to the whole of the interest, including any portion
         of the interest  which is outside of, but contiguous to, the portion of
         the  interest  within  the  Area  of  Interest),   then  the  following
         provisions shall apply:

               (1)  if  the  acquiring   Party  is  Zebra,   the   out-of-pocket
                    acquisition   costs  incurred  by  Zebra,   or  any  of  its
                    Affiliates,  in acquiring  the Acquired  Interest,  shall be
                    included in Allowable Expenditures and the Acquired Interest
                    shall be deemed to be part of the Property; and

               (2)  if the  acquiring  Party is  Hackworth  &  Tomany,  or their
                    Affiliates,  the Acquired  Interest must be offered to Zebra
                    and  Zebra  shall  have  the  option,  for a 30  day  period
                    following  notice  being  delivered  to Zebra by Hackworth &
                    Tomany  setting  forth  the   particulars  of  the  Acquired
                    Interest,  including  the  out-of-pocket  costs  incurred by
                    Hackworth  & Tomany to acquire  the  Acquired  Interest,  to
                    acquire the Acquired  Interest for 100% of the out-of-pocket
                    costs incurred by Hackworth & Tomany,  or their  Affiliates,
                    in acquiring  the Acquired  Interest  and, if such option is
                    exercised,  Hackworth  & Tomany  shall  deliver to Zebra all
                    instruments  necessary to transfer the Acquired  Interest to
                    Zebra, such payments by Zebra to Hackworth & Tomany shall be
                    included  in  Allowable   Expenditures,   and  the  Acquired
                    Interest shall be deemed to be part of the Property.

                                       21
<PAGE>
13.02    Abandonment,  Surrender.  If at  any  time  during  the  term  of  this
         Agreement,  Zebra  elects to abandon or  surrender  any of the Acquired
         Interest which becomes part of the Property  pursuant to Section 13.01,
         or if,  after  Year 5 of this  Agreement,  Zebra  elects to  abandon or
         surrender  any of the mining claims or mineral  interests  comprised in
         the Property  described  in Exhibit A (such  Acquired  Interest  and/or
         mining  claims and  mineral  interests  hereinafter  referred to as the
         Abandoned  Claims"),  Zebra shall deliver  notice of such  intention to
         Hackwork & Tomany and Hackworth & Tomany shall have 30 days  thereafter
         to  notify  Zebra  that it wishes  to have  all,  or a  portion  of the
         Acquired Interest or the Abandoned  Claims,  transferred to Hackworth &
         Tomany and upon  delivery of such notice by  Hackworth & Tomany,  Zebra
         shall  deliver to  Hackworth  & Tomany  all  instruments  necessary  to
         transfer the  Abandoned  Claims to  Hackworth & Tomany.  If Zebra gives
         such  notice  less that 30 days  prior to the due date for  payment  of
         governmental  fees required to maintain  Acquired Interest or Abandoned
         Claims,  in good  standing for another year Zebra shall be obligated to
         pay such fees with respect to any such mining claims Hackworth & Tomany
         elects to have transferred to it. If Hackworth & Tomany fail to request
         the transfer of the Acquired  Interest or the  Abandoned  Claims within
         such 30 day  period,  Zebra  may  abandon  or  surrender  the  Acquired
         Interest or the Abandoned  Claims without further notice to Hackworth &
         Tomany. Upon any such transfer,  abandonment or surrender, the Acquired
         Interest or the  Abandoned  Claims,  including  but not limited to, all
         mining  claims  or  mineral  interests  so  transferred,  abandoned  or
         surrendered  shall  cease to form part of the  Property  or part of the
         subject  matter  of the  Production  Royalty  and Zebra  shall  have no
         further obligation hereunder with respect thereto.

                                   ARTICLE XIV
                               GENERAL PROVISIONS

14.01    Competition.  This Agreement is, and the rights and  obligations of the
         Parties are,  strictly  limited to the  Property and the Parties  shall
         have  the  free  and  unrestricted  right  to  engage  in  and  receive
         independently the full benefits of any and all business ventures of any
         sort  whatsoever,  whether  or  not  competitive  with  the  activities
         undertaken pursuant hereto, without consulting the other or inviting or
         allowing the other to participate therein. Neither of the Parties shall
         be under any fiduciary or other duty to the other which will prevent it
         from engaging in or enjoying the full benefits of any competing venture
         or ventures within the general scope of the activities  contemplated by
         this  Agreement.  Without  limiting the  generality of the,  foregoing,
         neither  Party  shall be under any duty to  disclose to the other Party
         information  and data  relating to the  Property  which the first Party
         obtains outside the scope of its activities under this Agreement.

14.02    Arbitration. In the event of any dispute between the Parties arising in
         connection with the interpretation of this Agreement, or any associated
         agreement entered into pursuant to this Agreement, or the determination
         of values  hereunder or thereunder (a  "Dispute"),  and with respect to
         any  matter  that  may  be  referred  to  arbitration  pursuant  to any
         provision of this Agreement, or such other agreement, the Parties shall
         use all  reasonable  endeavours  to resolve  the Dispute on an amicable
         basis,  failing  which the Dispute  shall be submitted  to, and finally
         resolved by, binding  arbitration.  The arbitration  shall be conducted
         before a single arbitrator selected by mutual agreement of the Parties.
         If the  Parties  have not  selected  an  arbitrator  within  20 days of
         written  demand,  by one  Party  to the  other,  for  arbitration,  the

                                       22
<PAGE>
         American Arbitration Association, pursuant to their then current rules,
         shall select the  arbitrator.  The  arbitrator  shall have authority to
         fashion such just, equitable and legal relief as the arbitrator, in the
         arbitrator's sole discretion, may determine, including, but not limited
         to, the  extension  of any  deadlines or  timeframes  set forth in this
         Agreement.  Each Party shall bear all its own  expenses of  arbitration
         save  and  except  the  costs  of the  arbitrator  which  shall be paid
         one-half by Zebra and one-half by Hackworth & Tomany.  All  arbitration
         proceedings  shall be conducted  in the City of Reno,  State of Nevada.
         The duty to arbitrate shall survive the  cancellation or termination of
         this Agreement.

         Subject to  Hackworth  & Tomany's  right to  terminate  this  Agreement
         Article X, Disputes between the Parties shall not interrupt performance
         of or the continuation of operations under this Agreement. In the event
         of  any  Dispute,  operations  may be  continued  and  settlements  and
         payments  may be made in the same  manner as prior to such  dispute  or
         difference,  until the Dispute have been finally determined between the
         Parties.  Upon final  determination  of the Dispute,  such  payments or
         restitutions  shall be made as may be  required  under the terms of the
         settlement or final determination of the Dispute.

14.03    Pre-Arbitration  Recourse.  Each Party shall have the right to seek and
         obtain from any Nevada court of competent jurisdiction any equitable or
         provisional  relief or remedy  enforcing  any right or  interest it may
         have  in  connection  with  this   Agreement,   including  a  temporary
         restraining order, preliminary injunction,  writ of attachment or order
         compelling  an audit.  No judicial  actions  permitted  by this Section
         14.03 shall waive or limit the claiming  Party's  rights to  adjudicate
         the merits of the dispute by arbitration.

14.04    Memorandum for Recording.  This Agreement  shall not be recorded unless
         otherwise agreed to in writing between  Hackworth & Tomany and Zebra or
         is required by any regulatory  authority.  Hackworth & Tomany and Zebra
         agree to execute a notice or memorandum of this Agreement,  which shall
         be in a form suitable for  recording  under the state and local laws of
         Nevada, specifying the interests of Zebra and Hackworth & Tomany in the
         Property are subject to the terms and conditions of this Agreement.

14.05    Governing Law. This Agreement shall be governed and construed according
         to the laws of Nevada and subject to the  jurisdiction of the courts of
         such  state.  In  addition,  this  Agreement  shall be  subject  to all
         applicable   laws,  rules  and  regulations  of  public  bodies  having
         jurisdiction over the development or operation of the Property.

14.06    Not a Partnership. It is not the purpose or intention of this Agreement
         to create a partnership, mining partnership,  commercial partnership or
         any other partnership  relationship between the Parties hereto. Each of
         the Parties shall be responsible  only for its  respective  obligations
         and  liabilities as set forth in this Agreement and neither Party shall
         have  any  authority  to  act  for  or to  assume  any  obligations  or
         responsibility on behalf of the other Party.  Nothing contained in this
         Agreement  shall be deemed to  constitute  any Party the partner of the
         other or the  agent or legal  representative  of the other or to create
         any fiduciary relationship between them. Each Party agrees to indemnify
         and old harmless the other Party,  its directors,  officers,  employees
         and agents  form and  against an and all  losses,  claims,  damages and
         liabilities  arising  out of any  act  taken  by or on  behalf  of such

                                       23
<PAGE>
         first-mentioned  Party,  its directors,  officers,  employees or agents
         under or in relation to this  Agreement,  except  pursuant to authority
         expressly  granted  herein or otherwise  agreed to between the Parties.
         Zebra shall indemnify,  defend and hold Hackworth & Tomany harmless for
         all  costs  of  reclamation  required  by  law  by  reason  of  Zebra's
         operations  prior to termination of this Agreement  pursuant to Article
         X.

14.07    Laws and Regulations. In the conduct of its operations on the Property,
         Zebra shall be responsible  for  compliance  with  applicable  laws and
         regulations,  including laws and  regulations  related to  Exploration,
         Mining,  Development and reclamation thereof.  Notwithstanding,  and in
         furtherance,  of any other provision of this Agreement, Zebra shall not
         be released from any  responsibility or liability upon a termination of
         this Agreement in connection with any reclamation  work required by any
         governmental  entity as a result of any  activities  conducted by Zebra
         upon the Property  prior to the effective  date of  termination of this
         Agreement.

14.08    Payments  and  Notices.  Any  payment,  notice,   election,   proposal,
         objection or other document,  including any public announcement,  press
         release  or  other  disclosure,  required  or  permitted  to  be  given
         hereunder  ("Notice")  shall be in writing  addressed to the Parties as
         follows:

         If to Zebra:
         Zebra Resources, Inc.
         c/o  W.L. Macdonald Law Corporation
         1210 - 777 Hornby Street
         Vancouver BC  V6Z 1S4
         Telecopier:  (604) 681-4760

         If to Hackworth & Tomany:
         c/o Royce L. Hackworth
         1031 Dotta Drive
         Elko, Nevada 89801
         Telecopier: (775) 738-1194

         All Notices shall be given by personal  delivery to the other Party, by
         courier service (UPS, Fed-Ex, DHL, etc) or by telecopier  communication
         and shall be deemed delivered

          (a)  if by personal  delivery,  on the date of  delivery if  delivered
               during normal business hours, and, if not delivered during normal
               business hours, on the next business day following delivery;

          (b)  if by courier, on the date of delivery; or

          (c)  if by telecopier  communication,  on the day of  transmission  is
               delivered  during normal  business  hours,  and, if not delivered
               during normal  business hours, on the next business day following
               delivery.

                                       24
<PAGE>
         A Party may at any time change its address for future Notices hereunder
         by Notice in accordance  with this Section 14.08  (provided that at all
         times each Party shall only designate one address and such address must
         be located at a reasonable location).

14.09    Currency.  All  amounts of money  expressed  or payable  hereunder  are
         expressed and shall be paid in dollars of the United States of America.

14.10    Representations and Warranties. Hackworth & Tomany have not made, shall
         not make, and shall not be deemed to have made, any  representation  or
         warranty, express or implied, as to the completeness or accuracy of any
         information  delivered or made  available to Zebra under or in relation
         to  this  Agreement  or  as to  the  fitness  or  suitability  of  such
         information for any particular purpose, whether or not such purpose has
         been or is communicated to Zebra.

14.11    Further Assurances.  Each of the Parties hereby covenants and agrees to
         execute any further and other documents and instruments and to take any
         further and other  actions that may be necessary to implement and carry
         out the intent of this Agreement.

14.12    Binding  Effect.  This Agreement,  once executed by all Parties,  shall
         enure to the  benefit of and be  binding  upon the  Parties  hereto and
         their respective, heirs, successors and permitted assigns.

14.13    Headings.  The articles,  sections,  titles and other  headings of this
         Agreement   (other  than  the   definitions)   are  inserted  only  for
         convenience  and shall not control or affect the meaning,  construction
         or interpretation of the Agreement or affect its terms and provisions.

14.14    Severability.  In the event any provision of this  Agreement is, or the
         operations  contemplated  hereby are, found to be inconsistent  with or
         contrary  to any such law,  rule or  regulation,  the  latter  shall be
         deemed to control  and this  Agreement  shall be  regarded  as modified
         accordingly and shall continue in full force and effect as so modified.

14.15    Perpetuities.  The parties to this  Agreement  do not intend that there
         shall be any violation of the rule against  perpetuities or any related
         rule  pertaining to restraints upon  alienation.  If any such violation
         should  inadvertently exist, it is the intent and desire of the Parties
         hereto that the  appropriate  court  shall  reform  such  provision  or
         provisions in such a way as to  approximate  most closely the intent of
         the Parties  hereto  within the limits  permissible  under such rule or
         related rule.

14.16    Waiver,  Modification or Amendment.  No failure or delay on the part of
         any Party in exercising any of their respective  rights  hereunder,  or
         upon  acting in  connection  with any  failure  by the  other  Party to
         perform  or  observe  any  conditions,  covenant  or  provision  herein
         contained,  shall  operate as waiver  thereof,  nor shall any single or
         partial  exercise  of any of  such  rights  preclude  any  other  right
         hereunder.  Neither  this  Agreement  nor any  provision  hereof may be
         supplemented,  changed,  waived,  discharged  orally  by any  course of
         dealing or trade usage,  except by an instrument  in writing  signed by
         the Party  against  whom the  enforcement  of the  supplement,  change,
         waiver, or discharge is sought.

                                       25
<PAGE>
14.17    Counterparts.   This  Agreement  may  be  executed  in  any  number  of
         counterparts, each of which shall be deemed an original.

14.18    Entire   Agreement.   This  Agreement  shall  constitute  the  complete
         understanding and agreement of the Parties with respect to the Property
         and the subject matter hereof and all previous  agreements with respect
         thereto are expressly rescinded and replaced hereby. No modification or
         alteration of this Agreement  shall be effective  unless in writing and
         executed by the Parties subsequent to the date hereof.

14.19    Confidential Information.  In the event this Agreement is terminated in
         accordance with Clause  10.01(a)(i),  Zebra,  for a period of two years
         thereafter, shall keep confidential all books, records, files and other
         information  supplied to it by  Hackworth & Tomany in  connection  with
         this Agreement. Notwithstanding the foregoing, the restrictions in this
         Section 14.19 shall not apply to disclosure of  information or any part
         thereof by Zebra to the extent that:

          (a)  prior  to  its  receipt  by  Zebra,  or  its  employees,  agents,
               representatives or advisors,  such information was already in the
               possession of Zebra or its employees, agents,  representatives or
               advisors;

          (b)  such  information  is required to be publicly  disclosed by Zebra
               (as  determined  by Zebra in good faith)  pursuant to  applicable
               securities or corporate laws, or pursuant to the  requirements of
               any  stock  exchange  on which the  shares  of Zebra are  listed,
               quoted or traded;

          (c)  such  information is otherwise  required to be disclosed by Zebra
               by law or regulation; and

          (e)  such information is or becomes generally disclosed to the public,
               other than as a consequence of a breach hereof by Zebra.

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

Hackworth & Tomany


/s/ Royce L. Hackworth                      /s/ Belva L. Tomany
---------------------------------           ---------------------------------
Royce L. Hackworth                          Belva L. Tomany


Zebra Resources, Inc.


By: /s/ Wayne Parsons
---------------------------------
President

                                       26
<PAGE>
                                    Exhibit A
                                       to
                             MINERAL LEASE AGREEMENT
                                     between
                     ROYCE L. HACKWORTH and BELVA L. TOMANY
                                       and
                              ZEBRA RESOURCES, INC.

                                  THE PROPERTY

See attached.

                                       27
<PAGE>
                                    EXHIBIT A

<TABLE>
<CAPTION>
Claim    Nye County                     Owner of                           BLM
Name     Serial No                       Record                         Serial No.
----     ---------                       ------                         ----------
<S>       <C>         <C>                                               <C>
CAP         1          269182 Production Exploration Resources, Inc.       NMC    449933
CAP         2          269182 Production Exploration Resources. Inc.       NMC    449934
CAP         3          269182 Production Exploration Resources. Inc        NMC    449935
CAP         4          269182 Production Exploration Resources, Inc.       NMC    449936
CAP         5          269182 Production Exploration Resources, Inc        NMC    449937
CAP         6          269182 Production Exploration Resources, Inc        NMC    449938
CAP         7          269182 Production Exploration Resources, Inc        NMC    449939
CAP         8          269182 Production Exploration Resources, Inc        NMC    449940
CAP         9          269182 Production Exploration Resources. Inc        NMC    449941
CAP        10          269182 Production Exploration Resources. Inc.       NMC    449942
CAP        11          269182 Production Exploration Resources, Inc.       NMC    449943
CAP        12          269182 Production Exploration Resources, Inc.       NMC    449944
CAP        13          269182 Production Exploration Resources, Inc.       NMC    449945
CAP        14          269182 Production Exploration Resources, Inc.       NMC    449946
KAP        36          271069 Production Exploration Resources, Inc.       NMC    608636
KAP        38          271071 Production Exploration Resources, Inc.       NMC    608638
</TABLE>

<PAGE>
                                    EXHIBIT A

<TABLE>
<CAPTION>
Claim    Nye County                     Owner of                           BLM
Name     Serial No                       Record                         Serial No.
----     ---------                       ------                         ----------
<S>       <C>         <C>                                               <C>
CAPX        1          576645 Belva L  Tomany                              NMC    854758
CAPX        2          576646 Belva L. Tomany                              NMC    854759
CAPX        3          576647 Belva L  Tomany                              NMC    854760
CAPX        4          576648"Belva L. Tomany                              NMC    854761
CAPX        5          576649 Belva L. Tomany                              NMC    854762
CAPX        6          576650 Belva L. Tomany                              NMC    854763
CAPX        7          576651 Belva L. Tomany                              NMC    854764
CAPX        8          576652 Belva L. Tomany                              NMC    854765
CAPX        9          576653 Belva L. Tomany                              NMC    854766
CAPX       10          576654 Belva L. Tomany                              NMC    854767
CAPX       11          576655 Belva L. Tomany                              NMC    854768
CAPX       12          576656 Belva L. Tomany                              NMC    854769
CAPX       13          576657 Belva L. Tomany                              NMC    854770
CAPX       14          576658 Belva L. Tomany                              NMC    854771
CAPX       15          576659 Belva L. Tomany                              NMC    854772
CAPX       16          576660 Belva L. Tomany                              NMC    854773
CAPX       17          576661 Belva L. Tomany                              NMC    854774
CAPX       18          576662 Belva L. Tomany                              NMC    854775
CAPX       19          576663 Belva L. Tomany                              NMC    854776
CAPX       20          576664 Belva L. Tomany                              NMC    854777
CAPX       21          576665 Belva L. Tomany                              NMC    854778
CAPX       22          576666 Belva L. Tomany                              NMC    854779
CAPX       23          576667 Belva L  Tomany                              NMC    854780
CAPX       24          576668 Belva L. Tomany                              NMC    854781
CAPX       25          576669 Belva L  Tomany                              NMC    854782
CAPX       26          576670 Belva L. Tomany                              NMC    854783
CAPX       27          576671 Belva L. Tomany                              NMC    854784
CAPX       28          576672 Belva L. Tomany                              NMC    854785
CAPX       29          576673 Belva L. Tomany                              NMC    854786
CAPX       30          576674 Belva L. Tomany                              NMC    854787
CAPX       31          576675 Belva L. Tomany                              NMC    854788
CAPX       32          576676 Belva L. Tomany                              NMC    854789
CAPX       33          576677 Belva L. Tomany                              NMC    854790
CAPX       34          576678 Belva L. Tomany                              NMC    854791
CAPX       35          576679 Belva L. Tomany                              NMC    854792
CAPX       36          576680 Belva L. Tomany                              NMC    854793
CAPX       37          576681 Belva L. Tomany                              NMC    854794
CAPX       38          576682 Belva L. Tomany                              NMC    854795
CAPX       39          576683 Belva L. Tomany                              NMC    854796
CAPX       40          576684 Belva L. Tomany                              NMC    854797
CAPX       41          576685 Belva L. Tomany                              NMC    854798
</TABLE>

                                       1
<PAGE>
<TABLE>
<CAPTION>
<S>       <C>         <C>                                               <C>
CAPX       42          576686 Betva L. Tomany                              NMC    854799
CAPX       43          576687 Betva L. Tomany                              NMC    854800
CAPX       44          576688 Belva L. Tomany                              NMC    854801
CAPX       45          576689 Belva L. Tomany                              NMC    854802
CAPX       46          576690 Betva L. Tomany                              NMC    854803
CAPX       47          576691 Belva L. Tomany                              NMC    854804
CAPX       48          576692 Belva L. Tomany                              NMC    854805
CAPX       49          576693 Belva L. Tomany                              NMC    854806
CAPX       50          576694 Belva L. Tomany                              NMC    854807
CAPX       51          576695 Belva L. Tomany                              NMC    854808
CAPX       52          576696 Belva L. Tomany                              NMC    854809
CAPX       53          576697 Belva L. Tomany                              NMC    854810
CAPX       54          576698 Belva L. Tomany                              NMC    854811
CAPX       55          576699 Belva L. Tomany                              NMC    854812
CAPX       56          576700 Belva L. Tomany                              NMC    854813
CAPX       57          576701 Belva L. Tomany                              NMC    854814
CAPX       58          576702 Belva L. Tomany                              NMC    854815
CAPX       59          576703 Belva L. Tomany                              NMC    854816
CAPX       60          576704 Belva L. Tomany                              NMC    854817
CAPX       61          576705 Belva L. Tomany                              NMC    854818
CAPX       62          576706 Belva L. Tomany                              NMC    854819
CAPX       63          576707 Belva L. Tomany                              NMC    854820
CAPX       64          576708 Belva L. Tomany                              NMC    854821
CAPX       65          576709 Belva L. Tomany                              NMC    854822
CAPX       66          576710 Belva L. Tomany                              NMC    854823
CAPX       67          576711 Belva L, Tomany                              NMC    854824
CAPX       68          576712 Belva L. Tomany                              NMC    854825
CAPX       69          576713 Belva L. Tomany                              NMC    854826
CAPX       70          576714 Belva L. Tomany                              NMC    854827
CAPX       71          576715 Belva L. Tomany                              NMC    854828
CAPX       72          576716 Belva L. Tomany                              NMC    854829
CAPX       73          576717 Belva L. Tomany                              NMC    854830
CAPX       74          576718 Belva L. Tomany                              NMC    854831
CAPX       75          576719 Belva L. Tomany                              NMC    854832
CAPX       76          576720 Belva L. Tomany                              NMC    854833
CAPX       77          576721 Belva L. Tomany                              NMC    854834
CAPX       78          576722 Belva L. Tomany                              NMC    854835
CAPX       79          576723 Belva L. Tomany                              NMC    854836
CAPX       80          576724 Belva L. Tomany                              NMC    854837
CAPX       81          576725 Belva L. Tomany                              NMC    854838
CAPX       82          576726 Belva L. Tomany                              NMC    854839
CAPX       83          576727 Belva L. Tomany                              NMC    854840
CAPX       84          576728 Belva L. Tomany                              NMC    854841
CAPX       85          576729 Belva L. Tomany                              NMC    854842
CAPX       86          576730 Belva L. Tomany                              NMC    854843
CAPX       87          576731 Belva L. Tomany                              NMC    854844
CAPX       88          576732 Belva L. Tomany                              NMC    854845
</TABLE>

                                       2
<PAGE>
<TABLE>
<CAPTION>
<S>       <C>         <C>                                               <C>
CAPX        89         576733 Belva L. Tomany                              NMC    854846
CAPX        90         576734 Belva L. Tomany                              NMC    854847
CAPX        91         576735 Belva L. Tomany                              NMC    854848
CAPX        92         576736 Belva L. Tomany                              NMC    854849
CAPX        93         576737 Belva L. Tomany                              NMC    854850
CAPX        94         576738 Belva L. Tomany                              NMC    854851
CAPX        95         576739 Belva L. Tomany                              NMC    854852
CAPX        96         576740 Belva L. Tomany                              NMC    854853
CAPX        97         576741 Belva L. Tomany                              NMC    854854
CAPX        98         576742 Belva L. Tomany                              NMC    854855
CAPX        99         576743 Belva L. Tomany                              NMC    854856
CAPX       100         576744 Belva L. Tomany                              NMC    854857
CAPX       101         576745 Belva L. Tomany                              NMC    854858
CAPX       102         576746 Belva L. Tomany                              NMC    854859
CAPX       103         576747 Belva L. Tomany                              NMC    854860
CAPX       104         576748 Belva L. Tomany                              NMC    854861
CAPX       105         576749 Belva L. Tomany                              NMC    854862
CAPX       106         576750 Belva L. Tomany                              NMC    854863
CAPX       107         576751 Belva L. Tomany                              NMC    854864
CAPX       108         576752 Belva L. Tomany                              NMC    854865
CAPX       109         576753 Belva L. Tomany                              NMC    854866
CAPX       110         576754 Belva L. Tomany                              NMC    854867
CAPX       111         576755 Belva L. Tomany                              NMC    854868
CAPX       112         576756 Belva L. Tomany                              NMC    854869
CAPX       113         576757 Belva L. Tomany                              NMC    854870
CAPX       114         576758 Belva L. Tomany                              NMC    854871
CAPX       115         576759 Belva L. Tomany                              NMC    854872
CAPX       116         576760 Belva L. Tomany                              NMC    854873
CAPX       117         576761 Belva L. Tomany                              NMC    854874
CAPX       118         576762 Belva L. Tomany                              NMC    854875
CAPX       119         576763 Belva L. Tomany                              NMC    854876
CAPX       120         576764 Belva L. Tomany                              NMC    854877
CAPX       121         576765 Belva L. Tomany                              NMC    854878
CAPX       122         576766 Belva L. Tomany                              NMC    854879
CAPX       123         576767 Belva L. Tomany                              NMC    854880
CAPX       124         576768 Belva L. Tomany                              NMC    854881
CAPX       125         576769 Belva L. Tomany                              NMC    854882
CAPX       126         576770 Belva L. Tomany                              NMC    854883
CAPX       127         576771 Belva L. Tomany                              NMC    854884
CAPX       128         576772 Belva L. Tomany                              NMC    854885
CAPX       129         576773 Belva L. Tomany                              NMC    854886
CAPX       130         576774 Belva L. Tomany                              NMC    854887
CAPX       131         576775 Belva L. Tomany                              NMC    854888
CAPX       132         576776 Belva L. Tomany                              NMC    854889
CAPX       133         576777 Belva L. Tomany                              NMC    854890
CAPX       134         576778 Belva L. Tomany                              NMC    854891
CAPX       135         576779 Belva L. Tomany                              NMC    854892
</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>
<S>       <C>         <C>                                               <C>
CAPX       136         576780 Belva L. Tomany                              NMC    854893
CAPX       137         576781 Belva L. Tomany                              NMC    854894
CAPX       138         576782 Belva L. Tomany                              NMC    854695
CAPX       139         576783 Beh/a L. Tomany                              NMC    854896
CAPX       140         576784 Belva L. Tomany                              NMC    854897
CAPX       141         576785 Belva L. Tomany                              NMC    854898
CAPX       142         576786 Belva L. Tomany                              NMC    854899
CAPX       143         576787 Belva L. Tomany                              NMC    854900
CAPX       144         576788 Belva L. Tomany                              NMC    854901
CAPX       145         576789 Belva L. Tomany                              NMC    654902
CAPX       146         576790 Belva L. Tomany                              NMC    854903
CAPX       147         576791 Belva L. Tomany                              NMC    854904
CAPX       148         576792 Belva L. Tomany                              NMC    854905
CAPX       149         576793 Belva L. Tomany                              NMC    854906
CAPX       150         576794 Belva L. Tomany                              NMC    854907
CAPX       151         576795 Belva L. Tomany                              NMC    854908
CAPX       152         576796 Belva L. Tomany                              NMC    854909
CAPX       153         576797 Belva L. Tomany                              NMC    854910
CAPX       154         576798 Belva L. Tomany                              NMC    854911
CAPX       155         576799 Belva L. Tomany                              NMC    854912
CAPX       156         576800 Belva L. Tomany                              NMC    854913
CAPX       157         576801 Belva L. Tomany                              NMC    854914
CAPX       158         576802 Belva L. Tomany                              NMC    854915
CAPX       159         576803 Belva L. Tomany                              NMC    854916
CAPX       160         576804 Belva L. Tomany                              NMC    854917
CAPX       161         576805 Belva L. Tomany                              NMC    854918
CAPX       162         576806 Belva L. Tomany                              NMC    854919
CAPX       163         576807 Belva L. Tomany                              NMC    854920
CAPX       164         576808 Belva L. Tomany                              NMC    854921
CAPX       165         576809 Belva L. Tomany                              NMC    854922
CAPX       166         576810 Belva L. Tomany                              NMC    854923
CAPX       167         576811 Belva L. Tomany                              NMC    854924
CAPX       168         576812 Belva L. Tomany                              NMC    854925
CAPX       169         576813 Belva L. Tomany                              NMC    854926
CAPX       170         576814 Belva L. Tomany                              NMC    854927
CAPX       171         576815 Belva L. Tomany                              NMC    854928
CAPX       172         576816 Belva L. Tomany                              NMC    854929
CAPX       173         576817 Belva L. Tomany                              NMC    854930
</TABLE>


                                       4
<PAGE>
                                    EXHIBIT B
                                       to
                             MINERAL LEASE AGREEMENT
                                     between
                     ROYCE L. HACKWORTH and BELVA L. TOMANY
                                       and
                              ZEBRA RESOURCES, INC.

                                AREA OF INTEREST

"Area of Interest"  means the collective  area in Nevada  described  below,  but
excluding any mining claims that form part of the Property:

                               NYE COUNTY, NEVADA

               T1S R51E Sections 13,14,15,16 & 17 all (unsurveyed)
             T1S R51E Sections 20, 21, 22, 23 & 24 all (unsurveyed)
               T1S R51E Sections 28, 29, 32 & 33 all (unsurveyed)
                      T1S R51E Section 25 all (unsurveyed)
                      T1S R51E Section 26 all (unsurveyed)
                      T1S R51E Section 27 all (unsurveyed)
                      T1S R51E Section 34 all (unsurveyed)
                      T1S R51E Section 35 all (unsurveyed)
                      T1S R51E Section 36 all (unsurveyed)
     T1S R51 1/2E Sections 17, 18, 19, 20, 29, 30, 31 & 32 all (unsurveyed)
               T2S R51 1/2E Sections 5, 6, 7 & 8 all (unsurveyed)


                                       28
<PAGE>
                                    EXHIBIT C
                                       to
                             MINERAL LEASE AGREEMENT
                                     between
                     ROYCE L. HACKWORTH and BELVA L. TOMANY
                                       and
                              ZEBRA RESOURCES, INC.

                               PRODUCTION ROYALTY

1.       Production Royalty

         The  Production  Royalty  provided  for in Section  4.03 and payable to
         Hackworth & Tomany shall be based upon:  (a) the value of dore produced
         from Ores and  Minerals  mined  from the  Property,  determined  at the
         Property or at such other facility  producing such dore, sold or deemed
         sold,  determined by reference to published prices for refined gold and
         silver  and  other  Precious  Metals;  and (b) the  value of all  Other
         Products  produced  from Ores and  Minerals  mined  from the  Property,
         determined  at the Property or at such other  facility  producing  such
         Other  Products,  sold or  deemed  sold,  determined  by  reference  to
         published prices for such Other Products, all as hereinafter provided.

2.       Definitions.   For  the  purposes  of  this  Exhibit  C  the  following
         definitions have the following meaning:

         "Precious Metals" means gold, silver, platinum, and palladium.

         "Other Products" means all metallic and non-metallic minerals that are
          not Precious Metals.

3.       Election of Applicable Percentage.  Zebra will have a one-time right to
         elect  whether the  Applicable  Percentage  is determined in accordance
         with  "Alternative  A" or  "Alternative  B" by giving written notice of
         such  election  to  Hackworth  &  Tomany  prior to the  payment  of any
         Production Royalty as required by this Agreement. If, prior to the time
         that any Production Royalty is due and payable, Zebra has not made such
         election,  Zebra shall be deemed to have elected  Alternative A and the
         Applicable   Percentage   shall  be  determined   in  accordance   with
         Alternative A. The Applicable Percentage for a calendar Quarter (which,
         if Alternative A is elected, may vary from time to time) shall apply to
         the  Production  Royalty that accrues  during such calendar  Quarter as
         determined pursuant to Section 11 of this Exhibit C.

4.       Production  Royalty to Run with Land. The Production  Royalty shall run
         with the land described as the Property.  The Production  Royalty shall
         specifically  apply to unpatented lode mining claims that are a part of
         the Property and to any relocation or amendment thereof,  to any patent
         issued  covering  such land and to any other  right,  title or interest
         acquired  by, for, or on behalf of Zebra or an  Affiliate of Zebra with
         respect to such land.

                                       29
<PAGE>
5.       Net Value Definition

         As used in this  Exhibit C, Net Value means the Gross Value (as defined
         below) of Precious  Metals or Other  Products  mined from the Property,
         less all costs,  charges and  expenses  paid or incurred by Zebra after
         production of dore, or, in the case of Other Products, after production
         of  concentrates,  (including any Precious  Metals  contained  within a
         concentrate or otherwise  upgraded  Precious  Metals or Other Products)
         whether   at  the   Property   or   elsewhere   with   respect  to  the
         transportation,  processing,  treatment  or  upgrading  of the  dore or
         concentrates including, without limitation:

          (a)  charges for  treatment in the  smelting  and  refining  processes
               (including   handling,   processing,   interest  and  provisional
               settlement fees,  sampling,  assaying and  representation  costs,
               penalties and other processor deductions);

          (b)  actual costs of  transportation  (including  freight,  insurance,
               security,  transaction taxes, handling,  port, demurrage,  delay,
               and forwarding expenses incurred by reason of or in the course of
               such transportation) of dore or concentrates from the Property or
               other  facility  producing dore or  concentrates  to the place of
               additional treatment and to the place of sale;

          (c)  actual  sales and  brokerage  costs of  Precious  Metals or Other
               Products  for which the  Production  Royalty is based on proceeds
               received by Zebra as hereinafter  provided in Section 6(d) below,
               and an allowance for  reasonable  sales and  brokerage  costs for
               refined  Precious  Metals  subject  to  the  Production   Royalty
               hereinafter provided in Sections 6(a), (b) and (c) below;

          (d)  sales,  use,  severance,  net proceeds of mine,  ad valorem taxes
               applicable under state, federal or local law and any other tax or
               governmental  levy or fee  relating  to  production  of  Precious
               Metals or Other Products from the Property,  the Property, or the
               value thereof (other than taxes based upon income);

          (e)  the costs of any applicable  governmental  or underlying  private
               royalties; and

          (f)  all Advance Royalty payments.

6.       Gross Value Definition

         Gross Value means:

          (a)  if Zebra  causes  refined  gold which meets or exceeds  generally
               accepted  commercial  standards  for the sale of refined gold (it
               being  understood  that  the   specifications  for  refined  gold
               published by the London Bullion Market Association presently meet
               such  standards) to be produced from ores mined from the Property
               (and if Section  3(d) shall not be  applicable)  for  purposes of
               determining  the  Production  Royalty the  refined  gold shall be

                                       30
<PAGE>
               deemed to have been sold at the  Monthly  Average  Gold Price for
               the month in which it was  refined,  and the Gross Value shall be
               determined by  multiplying  Gold  Production  during the calendar
               month  by the  Monthly  Average  Gold  Price.  As  used  in  this
               Agreement, Gold Production means the quantity of refined gold out
               turned to Zebra's pool account (or to a  third-party  account for
               the benefit of Zebra) by an independent third-party refinery from
               Ores and Minerals mined from the Property on either a provisional
               or final  settlement  basis each calendar  month. As used herein,
               Monthly  Average  Gold Price  means the  average  London  Bullion
               Market Association P.M. Gold Fix,  calculated by dividing the sum
               of all such prices  reported  for the month by the number of days
               for which such prices were reported.

               In the event that the London Bullion Market Association P.M. Gold
               Fix ceases to be published, all such references shall be replaced
               with  references to prices of gold for immediate  delivery in the
               most nearly  comparable  established  market selected by Zebra as
               such   prices  are   published   in  Metals  Week  or  a  similar
               publication.

          (b)  if Zebra causes refined  silver which meets or exceeds  generally
               accepted commercial  standards for the sale of refined silver (it
               being  understood  that the  specifications  for  refined  silver
               published by Handy & Harman  presently meet such standards) to be
               produced  from ore mined from the  Property  (and if Section 3(d)
               shall  not  be  applicable)   for  purposes  of  determining  the
               Production  Royalty,  the refined  silver shall be deemed to have
               been sold at the Monthly  Average  Silver  Price for the month in
               which it was refined,  and the Gross Value shall be determined by
               multiplying  Silver  Production  during the calendar month by the
               Monthly Average Silver Price. As used herein,  Silver  Production
               means the  quantity of silver out turned to Zebra's  pool account
               (or to a  third-party  account  for the  benefit  of Zebra) by an
               independent  third-party  refinery  from Ores and Minerals  mined
               from the  Property on either a  provisional  or final  settlement
               basis each calendar month. As used herein, Monthly Average Silver
               Price means the average New York Silver Price as published  daily
               by Handy & Harman,  calculated  by  dividing  the sum of all such
               prices  reported for the calendar month by the number of days for
               which such prices were reported.

               In the  event  that the  Handy & Harman  quotation  ceases  to be
               published,  all such references shall be replaced with references
               to prices of silver for  immediate  delivery  in the most  nearly
               comparable  established  market selected by Zebra as published in
               Metals Week or a similar publication.

          (c)  If Zebra causes refined or processed Precious Metals,  other than
               gold  and  refined  silver,  which  meets or  exceeds  commercial
               standards  for the sale of such  Precious  Metals,  or refined or
               processed Other  Products,  to be produced from Ores and Minerals
               mined  from  the  Property  (and if  Section  3(d)  shall  not be
               applicable) the Gross Value shall be equal to the Monthly Average
               Price for such  metal or  non-metallic  mineral  for the month in
               which it was refined as determined by multiplying  the Production
               of such metal or  non-metallic  mineral during the calendar month
               by the  Monthly  Average  Price  for such  metal or  non-metallic
               mineral. As used herein, Production means the quantity of a metal

                                       31
<PAGE>
               or non-metallic mineral out turned to Zebra's pool account (or to
               a third-party account for the benefit of Zebra) by an independent
               third-party  refinery  from  Ores  and  Minerals  mined  from the
               Property on either a provisional or final  settlement  basis each
               calendar month. As used herein, Monthly Average Metal Price means
               the price of such metal for immediate  delivery in an established
               market selected by Zebra as published in Metals Week or a similar
               publication.

          (d)  in the event  Zebra  sells raw ores of  Precious  Metals or Other
               Products  or  concentrates  or dore  produced  from such Ores and
               Minerals  mined from the Property,  then the Gross Value shall be
               calculated as set forth in Section 3(a), (b) and (c), except that
               Gold  Production,  Silver  Production or other metal or non-metal
               Production  shall,  in each case,  be equal to the gold,  silver,
               other Precious  Metals and Other  Products  contained in such raw
               ores, concentrates or dore sold in the specified month multiplied
               by (i) the recovery rate  contractually  determined between Zebra
               and  a  third  party   processor  or  (ii)  if  there  is  not  a
               specifically   contracted  recovery  rate,  then  by  the  actual
               recovery  rate for such  metal or  non-metallic  mineral  for the
               calendar  quarter  in which  ores of such  metal or  non-metallic
               mineral from the Property were beneficiated by or for Zebra.

          (e)  where out turn of Precious Metals or Other Products is made by an
               independent  third-party on a provisional  basis, the Gross Value
               shall be based  upon the amount of such  provisional  settlement,
               but shall be adjusted in subsequent statements to account for the
               amount of refined  Precious Metals or Other Products  established
               by final settlement by such third-party.

7.       Forward Sales

         Hackworth  & Tomany  acknowledges  that  Zebra  shall have the right to
         market  and sell or  refrain  from  selling  Precious  Metals and Other
         Products produced from Ores and Minerals mined from the Property in any
         manner it may elect.  Accordingly,  Gross Value shall be  determined as
         provided  in  Section  6  above  irrespective  of  any  actual  selling
         arrangements  entered into by Zebra,  specifically  including,  but not
         limited  to,  forward  sales,  futures  trading  or  commodity  options
         trading, and any other price hedging,  price protection and speculative
         arrangements which may involve the possible delivery of Precious Metals
         or Other  Products  produced  from  Ores and  Minerals  mined  from the
         Property.

8.       Processing by Zebra

         Zebra  may,  but  is  not  obligated  to,   beneficiate,   mill,  sort,
         concentrate, refine, smelt or otherwise process or upgrade the Precious
         Metals ores and  concentrates  or Other Products ores and  concentrates
         produced from Ores and Minerals  mined from the Property prior to sale,
         transfer or  conveyance to a purchaser,  user,  or consumer  other than
         Zebra.  Zebra  shall  not be liable  for  mineral  values  lost in such
         processing  except  for  losses  resulting  from the bad faith or gross
         negligence of Zebra.

                                       32
<PAGE>
9.       Sales to Affiliated Party

         Zebra shall be permitted to sell Ores and Minerals from the Property in
         the form of raw ore,  dore, or  concentrates  to an  affiliated  party,
         provided that such sales shall be considered, solely for the purpose of
         computing  Net Value,  to have been sold at prices and on terms no less
         favorable than those which would be extended to a non-affiliated  third
         party under similar circumstances.

10.      Measurement of Products

         All  Precious  Metals  or Other  Products  ore for  which a  Production
         Royalty is payable  shall be weighed or measured,  sampled and analyzed
         in  accordance  with sound Mining and  metallurgical  practices,  after
         which Zebra may mix or commingle or allow the mixing and commingling of
         such Precious  Metals or Other Products ores with ores from  properties
         other than the Property.

11.      Calculation of Net Value

         Net Value shall be  determined  on a calendar  month basis.  Production
         Royalties shall be paid:

          (a)  with respect to refined gold and refined silver, Quarterly on the
               last day of the sixth month following the last day of the Quarter
               in which the same accrued; and

          (b)  with  respect to Precious  Metals and Other  Products  other than
               refined gold and refined silver, Quarterly on the last day of the
               sixth month  following the last day of the Quarter in which Zebra
               receives payment for such Precious Metals and Other Products.

         Calendar  quarters end on March 31, June 30,  September 30 and December
         31 of  each  calendar  year.  At the  time  of  payment  of  Production
         Royalties,  Zebra  shall  deliver  to  Hackworth  & Tomany a  statement
         showing, in reasonable detail, the quantities and grades of the refined
         Precious  Metals,  dore,  concentrates,  Other  Products  or  Ores  and
         Minerals  produced  and  sold or  deemed  to be sold  by  Zebra  in the
         preceding  quarter;  the Average  Monthly Price  determined,  as herein
         provided,  for refined  Precious  Metals and Other  Products on which a
         Production  Royalty  is due;  costs  and  other  deductions;  and other
         pertinent information, in reasonable detail, to explain the calculation
         of the  Production  Royalty  payment with respect to each month in such
         quarter.  The  obligation to prepare and deliver  quarterly  statements
         will be  terminated  upon the shutdown of the operation of the Property
         as a mine and the  final  outturn  to  Zebra's  pool  account  or other
         disposition of all Products produced prior to such shutdown. Payment to
         Hackworth & Tomany shall be made in cash or by check,  or upon 48 hours
         prior written notice from  Hackworth & Tomany,  by wire transfer to the
         account  specified by Hackworth & Tomany in such notice. In the event a
         Production Royalty is not due for any quarter,  Zebra shall nonetheless
         provide  Hackworth  & Tomany  with a quarterly  statement  showing,  in
         reasonable detail, the quantities of Precious Metals and Other Products
         produced from the Property.

         Such  quarterly  statement  shall also list the quantity and quality of
         any Precious  Metals dore in inventory  for more than ninety (90) days.

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<PAGE>
         Hackworth & Tomany shall have ten (10)  business  days after receipt of
         the  statement  to  either  (a) elect  that the dore be deemed  sold as
         provided  in  Sections  3(a),  (b) and (c)  above as of such  tenth day
         utilizing  the mine  weights  and assays for such dore and  utilizing a
         reasonable  recovery  rate for  refined  metal  and  reasonable  deemed
         charges for all  deductions  specified in Sections 1 and 2 above or (b)
         elect to wait until the time that Production  Royalties would otherwise
         become payable pursuant to Section 3 hereof. The failure of Hackworth &
         Tomany to respond within such time shall be deemed to be an election to
         use the method set forth in (b) above.  No Production  Royalty shall be
         due with respect to stockpiles of ores or concentrates unless and until
         such ores or concentrates are actually sold.

12.      Sales

         All Production  Royalty  payments shall be considered final and in full
         satisfaction of all obligations of Zebra with respect  thereto,  unless
         Hackworth & Tomany gives Zebra written  notice  describing  and setting
         forth a specific  objection to the  calculation  thereof  within ninety
         (90)  days  after  receipt  by  Hackworth  &  Tomany  of the  quarterly
         statement  herein  provided  for. If  Hackworth  & Tomany  objects to a
         particular quarterly statement as herein provided,  Hackworth & Tomany,
         for a period of thirty  (30) days  after  Zebra's  receipt of notice of
         such objection,  shall have the right,  upon  reasonable  notice and at
         reasonable  times, to have Zebra's accounts and records relating to the
         calculation  of the  Production  Royalty  payment  with  respect to the
         quarter  in  question  audited  by  an  independent   certified  public
         accountant acceptable to Zebra. If such audit determines that there has
         been a  deficiency  or an excess in the  payment  made to  Hackworth  &
         Tomany,  such  deficiency  or excess shall be resolved by adjusting the
         next quarterly Production Royalty payment due hereunder.  All books and
         records used by Zebra to calculate  Production  Royalties due hereunder
         shall  be  kept  in  accordance  with  generally  accepted   accounting
         principles, and shall be available for inspection by Hackworth & Tomany
         upon reasonable notice.

13.      Zebra's Duty to Inform

         Zebra   shall   provide   Hackworth  &  Tomany  with  any  ore  reserve
         calculations (including, but not limited to, any information that would
         be required to be included in documents  filed with the  Securities and
         Exchange Commission  regarding ore reserve  calculations),  mine plans,
         forecasts or other information relating to its operations.

14.      No Duty to Mine

         Zebra shall have the sole and  exclusive  right to determine the timing
         and the manner of any  production  from the  Property  and all  related
         Exploration, Development and Mining activities. Nothing in this Exhibit
         or the  Agreement  shall  require  Zebra to explore,  develop,  mine or
         continue  operations  on the  Property or to process  Ores and Minerals
         from  the  Property.  In  particular,  the  Mining  of  ores  from  any
         properties  not subject to the  Production  Royalty to the exclusion of
         Ores and Minerals that are subject to the Production  Royalty shall not
         violate any provision of this Exhibit C or the Agreement or any express
         or implied covenant or duty of Zebra or any of its Affiliates.

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