SUBSCRIPTION AGREEMENT

Ladies and Gentlemen:

     1. Subscription.  The undersigned  desires to invest in Azco Mining Inc., a
Delaware  corporation  (the  "Company") and hereby  subscribes for and agrees to
purchase the following securities of the Company:

          375,0000 shares of the common stock par value $0.002 per share, of the
          Company (the  "Subscribed  Shares") at a purchase price of $150,000 or
          $0.40 per share.  The  Subscribed  Shares will be  issuable  only upon
          acceptance of this  Subscription  Agreement by the Company and receipt
          of the consideration set forth in this Subscription Agreement.

     As a  condition  of the  offer,  the  undersigned  agrees to deliver to the
Company, this executed Subscription Agreement.

     2.   Representations   and  Warranties.   By  executing  this  Subscription
Agreement, the undersigned represents,  warrants and acknowledges to the Company
that: a. Based on personal  knowledge  and  experience in financial and business
matters in general,  the undersigned  understands the nature of this investment,
is fully aware of and familiar  with the  proposed  business  operations  of the
Company,  is able to  evaluate  the  merits  and risks of an  investment  in the
Subscribed  Shares and is capable of protecting the  undersigned's  interests in
such  investment;  b. The  undersigned  has been  given the  opportunity  to ask
questions  about the  Company  and has been  given  written  copies  of: (i) the
Company's  Form 10-K for the fiscal year ended June 30,  2000;  (ii) each of the
Company's  quarterly  reports on Form 10-Q for the quarters ended  September 30,
2000,  December  31, 2000 and March 31, 2001;  (iii) the Form 8-K reports  filed
with the  Securities  and Exchange  Commission on December 12, 2000 and December
22, 2000; (iv) the Company's proxy statement dated as of April 12, 2001; and (v)
an update on the Company's  financial  condition and prospects,  prepared by the
Company dated June 30, 2001. c. The undersigned,  in determining to purchase the
Subscribed  Shares,  has relied  solely upon (i) the advice of his legal counsel
and  accountants or other financial  advisers with respect to the tax,  economic
and other consequences involved in such purchase and (ii) the undersigned's own,
independent evaluation of the business,  operations and prospects of the Company
and the  merits  and risks of the  purchase  of the  Subscribed  Shares;  d. The
undersigned  has been advised and  understands  that this  investment is, by its
nature, very speculative; e. The undersigned has sufficient income and net worth
such that the undersigned does not contemplate  being required to dispose of any
portion of the  investment in the  Subscribed  Shares to satisfy any existing or
expected  undertaking  or  indebtedness.  The  undersigned  is able to bear  the
economic risks of this investment, including, without limiting the generality of
the foregoing, the risk of losing all or any part of the investment and probable
inability to sell or transfer the investment  for an indefinite  period of time;
f. The Subscribed  Shares when purchased will be acquired for the account of the
undersigned and are not being acquired with a view to any distribution  thereof,
and  the  undersigned  is  not,  directly  or  indirectly,  participating  in an
underwriting  of  any  such   distribution  or  transfer;   g.  The  undersigned
acknowledges  that the offering and sale of the Subscribed Shares are being made
by the  Company  in  reliance  upon an  exemption  from  registration  under the
Securities Act of 1933, as amended (the "1933 Act"). The undersigned understands
that the Subscribed  Shares have not been  registered  under the 1933 Act or any
state  securities  laws,  are  "restricted  securities"  in  the  hands  of  the
undersigned  within  the  meaning  of Rule 144 under the 1933 Act and any future
sale of the  Subscribed  Shares is  regulated  by the Act and  applicable  state
securities  laws;  h. The  undersigned  will not sell or  otherwise  transfer or
dispose of any of the Subscribed Shares (i) except in strict compliance with the
provisions  of this  Subscription  Agreement  and the  restrictions  on transfer
described herein and (ii) unless such securities are either registered under the
1933 Act, and any applicable  state  securities laws, or the sale is exempt from
such  registration  requirements  and the undersigned  delivers to the Company a
legal  opinion  acceptable to the Company in scope and substance to such effect;
i. The  undersigned  is an  accredited  investor,  as defined in Rule  501(a) of
Regulation D promulgated  pursuant to the Securities  Act, by virtue of the fact
that (PLEASE INITIAL APPLICABLE CHOICES):

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     _____ (i) The  undersigned had individual  income  (exclusive of any income
     attributable  to spouse) of more than  $200,000  in each of the most recent
     two  years or joint  income  with the  undersigned's  spouse  in  excess of
     $300,000 in each of such years and reasonably  expects to have income of at
     least the same level for the current year.

     __X___ (ii) The  undersigned has an individual net worth, or a combined net
     worth with the undersigned's spouse, in excess of $1,000,000.  For purposes
     of this Subscription Agreement,  "individual net worth" means the excess of
     total assets at fair market value,  including  home and personal  property,
     over total liabilities.

     _____  (iii) The  undersigned  is a director  or  executive  officer of the
     Company.

Accredited  partnership,  corporation,  trust or  other  entity  investors  must
initial at least one of the following statements.

     _____ (iv) The  undersigned is a bank as defined in section  3(a)(2) of the
     Securities Act, or a savings and loan  association or other  institution as
     defined in section  3(a)(5)(A) of the  Securities Act whether acting in its
     individual or fiduciary capacity; a broker or dealer registered pursuant to
     section 15 of the Securities  Exchange Act of 1934; an insurance company as
     defined in section  2(a)(13) of the Securities  Act; an investment  company
     registered  under  the  Investment  Company  Act  of  1940  or  a  business
     development  company as defined in section 2(a)(48) of that Securities Act;
     a Small  Business  Investment  Company  licensed by the U.S. Small Business
     Administration under section 301(c) or (d) of the Small Business Investment
     Act of 1958; a plan  established  and maintained by a state,  its political
     subdivisions,  or any agency or instrumentality of a state or its political
     subdivisions,  for the  benefit  of its  employees  if such  plan has total
     assets in excess of $5,000,000; an employee benefit plan within the meaning
     of the Employee  Retirement  Income Security Act of 1974, if the investment
     decision is made by a plan  fiduciary,  as defined in section 3(21) of such
     Act,  which is  either a bank,  savings  and  loan  association,  insurance
     company, or registered  investment adviser, or if the employee benefit plan
     has total assets in excess of $5,000,000 or, if a self-directed  plan, with
     investment decisions made solely by persons that are accredited investors.

     _____ (v) The  undersigned  is a private  business  development  company as
     defined in section 202(a)(22) of the Investment Advisers Act of 1940.

     _____  (vi)  The  undersigned  is  an  organization  described  in  section
     501(c)(3) of the  Internal  Revenue  Code,  corporation,  Massachusetts  or
     similar business trust, or partnership,  not formed of the specific purpose
     of  acquiring  the  securities  offered,  with  total  assets  in excess of
     $5,000,000.

     _____  (vii) The  undersigned  is a trust,  with total  assets in excess of
     $5,000,000, not formed for the specific purpose of acquiring the securities
     offered,  whose purchase is directed by a sophisticated person as described
     in Rule 506(b)(2)(ii) of Regulation D.

     _____  (viii)  All of the  equity  owners  of the  undersigned  qualify  as
     accredited investors under one of the statements set forth above.

     _____ (ix) The  undersigned  does not meet the  definition of an accredited
     investor set forth in Rule 501(a) of Regulation D but the  undersigned  has
     such  knowledge and  experience in financial and business  matters that the
     undersigned is capable of evaluating the merits and risks of the investment
     in the securities offered.

PERSONS INITIALING THIS ITEM MUST ALSO SUBMIT A COMPLETED  INVESTOR  SUITABILITY
QUESTIONNAIRE FOR NON-ACCREDITED INVESTORS ATTACHED HERETO. j. The investment in
the Company has been privately  proposed to the  undersigned  without the use of
general  solicitation or advertising;  k. No federal or state agency,  including
the Securities and Exchange  Commission or the securities  regulatory  agency of
any state, has approved or disapproved the common stock, passed upon or endorsed
the merits of such  investments,  or made any finding or determination as to the
fairness of the Subscribed Shares for private  investment;  l. The investment is
being made in reliance on specific exemptions from the registration requirements
of federal and state  securities laws, and the Company is relying upon the truth
and accuracy of the representations, warranties, agreements, acknowledgments and
understandings  set forth herein in order to establish such  exemptions;  and m.
The undersigned  beneficially owns approximately 400,000 shares of the Company's
common  stock,  par value  $.002 per  share.  3.  Legend  on  Certificates.  The
undersigned  agrees to the placement of an  appropriate  legend  reflecting  the
restrictive  nature of the Subscribed  Shares on the  certificates  representing
such shares. 4.  Indemnification.  The undersigned  acknowledges and understands
the  meaning  and  legal  consequences  of the  representations  and  warranties
contained  herein and agrees to indemnify  and hold  harmless  the Company,  its
directors,  officers,  agents,  employees and attorneys from and against any and
all claims,  loss, damage liability,  cost or expense including  attorneys' fees
and court costs due to or arising out of or connected  directly or indirectly to
any breach of any such  representation  or warranty made by the undersigned.  5.
Successors and Assigns.  This  Subscription  Agreement shall be binding upon and
shall  inure to the  benefit of the  parties  hereto and to the  successors  and
assigns  of the  Company  and  to  the  legal  representatives,  successors  and
permitted  assignees of the  undersigned.  6. Governing  Law. This  Subscription
Agreement  shall be governed by and construed in accordance with the laws of the
State  of  Arizona  without  regard  to  principles  of  conflicts  of  law.  7.
Counterparts.  This  Subscription  Agreement  may be  executed  in  two or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute one and the same instrument.

                            [Signatures on Next Page]

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     IN  WITNESS  WHEREOF,   the  undersigned  has  executed  this  Subscription
Agreement.

         DATED:  August 13, 2001



                                            By:      /s/ Floyd R. Bleak
                                            Signature of Investor

                                            Floyd R. Bleak
                                            Print Name of Investor

                                            Address:
                                            SSN (or EIN):


                                            By:
                                            Signature of Co-Investor (if any)


                                            Print Name of Co-Investor (if any)

                                            Address:
                                            SSN (or EIN):


Agreed to and accepted by Azco Mining Inc.
as of the _____ day of ________________.



By:

Name:

Title:


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