AZCO MINING INC.
                            PLACEMENT AGENT AGREEMENT

                                                     Dated as of: June __,  2002

Westrock Advisors, Inc.
230 Park Avenue, Floor 9
New York, New York 10169

Ladies and Gentlemen:

     The undersigned,  Azco Mining Inc., a Delaware corporation (the "Company"),
hereby agrees with Westrock  Advisors,  a New York Corporation,  (the "Placement
Agent") and Cornell Capital  Partners,  LP, A Delaware Limited  Partnership (the
"Investor") hereby agree as follows:

     1. Offering.  The Company hereby engages the Placement  Agent to act as its
exclusive placement agent in connection with the Equity Line of Credit Agreement
dated the date hereof, (the "Equity Line of Credit Agreement") pursuant to which
the Company  shall issue and sell to the  Investor,  from time to time,  and the
Investor  shall  purchase from the Company (the  "Offering")  up to Five Million
Dollars  ($5,000,000) of the Company's common stock (the  "Commitment  Amount"),
par value $0.002 per share (the "Common Stock"), at price per share equal to the
Purchase Price, as that term is defined in the Equity Line of Credit  Agreement.
Pursuant  to the terms  hereof,  the  Placement  Agent shall  render  consulting
services to the Company with respect to the Equity Line of Credit  Agreement and
shall be  available  for  consultation  in  connection  with the  advances to be
requested by the Company pursuant to the Equity Line of Credit Agreement

     All  capitalized  terms used herein and not otherwise  defined herein shall
have  the  same  meaning  ascribed  to them  as in the  Equity  Line  of  Credit
Agreement. The Investor will be granted certain registration rights with respect
to the Common Stock as more fully set forth in the Registration Rights Agreement
between the Company and the  Investor  dated the date hereof (the  "Registration
Rights  Agreement").  The  documents to be executed and  delivered in connection
with the Offering,  including,  but not limited,  to this Agreement,  the Equity
Line of Credit  Agreement,  the Registration  Rights  Agreement,  and the Escrow
Agreement with First Union National Bank (the "Escrow Agreement"),  are referred
to sometimes hereinafter collectively as the "Offering Materials." The Company's
Common Stock is  sometimes  referred to  hereinafter  as the  "Securities."  The
Placement  Agent shall not be obligated to sell any Securities and this Offering
by the Placement Agent shall be solely on a "best efforts basis."

     2. Compensation.


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     A. Upon the  execution  of this  Agreement  the Company  shall issue to the
Placement  Agent or its  designee an amount  equal to  __________  shares of the
Company's  Common Stock  (collectively,  the  "Placement  Agent's Shares "). The
Placement Agent shall be entitled to "piggy-back"  registration rights triggered
upon  registration of any shares of Common Stock by the Investor with respect to
the Placement Agent's Shares pursuant to the Registration Rights Agreement dated
the date hereof.

     3. Representations, Warranties and Covenants of the Placement Agent.

     A. The Placement Agent represents, warrants and covenants as follows:

          (i) The  Placement  Agent has the  necessary  power to enter into this
     Agreement and to consummate the transactions contemplated hereby .

          (ii)  The  execution  and  delivery  by the  Placement  Agent  of this
     Agreement and the consummation of the transactions contemplated herein will
     not result in any  violation  of, or be in conflict  with,  or constitute a
     default under,  any agreement or instrument to which the Placement Agent is
     a party or by which the Placement Agent or its properties are bound, or any
     judgment,  decree,  order  or,  to the  Placement  Agent's  knowledge,  any
     statute,  rule  or  regulation  applicable  to the  Placement  Agent.  This
     Agreement  when  executed  and  delivered  by  the  Placement  Agent,  will
     constitute the legal, valid and binding obligations of the Placement Agent,
     enforceable in accordance with their respective terms, except to the extent
     that (a) the enforceability hereof or thereof may be limited by bankruptcy,
     insolvency, reorganization, moratorium or similar laws from time to time in
     effect  and   affecting  the  rights  of  creditors   generally,   (b)  the
     enforceability  hereof or  thereof is  subject  to  general  principles  of
     equity, or (c) the indemnification provisions hereof or thereof may be held
     to be in violation of public policy.

<PAGE>

          (iii) Upon receipt and execution of this Agreement the Placement Agent
     will  promptly  forward  copies of this  Agreement  to the  Company  or its
     counsel and the Investor or its counsel.  (iv) The Placement Agent will not
     intentionally  take any action that it reasonably  believes would cause the
     Offering  to violate  the  provisions  of the  Securities  Act of 1933,  as
     amended (the "1933 Act"),  the  Securities  Exchange Act of 1934 (the "1934
     Act"),  the respective rules and regulations  promulgated  there under (the
     "Rules  and  Regulations")  or  applicable  "Blue Sky" laws of any state or
     jurisdiction.  (v) The Placement  Agent will use all reasonable  efforts to
     determine (a) whether the Investor is an  Accredited  Investor and (b) that
     any  information  furnished  by the  Investor  is true  and  accurate.  The
     Placement  Agent  shall have no  obligation  to insure  that (x) any check,
     note, draft or other means of payment for the Common Stock will be honored,
     paid or enforceable  against the Investor in accordance  with its terms, or
     (y) subject to the performance of the Placement Agent's obligations and the
     accuracy of the Placement Agent's representations and warranties hereunder,
     (1) the Offering is exempt from the  registration  requirements of the 1933
     Act or any  applicable  state  "Blue  Sky"  law or (2) the  Investor  is an
     Accredited  Investor.  (vi) The Placement Agent is a member of the National
     Association of Securities Dealers, Inc., and is a broker-dealer  registered
     as such under the 1934 Act and under the  securities  laws of the states in
     which the Securities  will be offered or sold by the Placement Agent unless
     an exemption  for such state  registration  is  available to the  Placement
     Agent.  The Placement  Agent is in compliance  with all material  rules and
     regulations  applicable to the Placement  Agent generally and applicable to
     the Placement Agent's participation in the Offering.

     4. Representations and Warranties of the Company.

     A. The Company represents and warrants as follows:


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          (i) The execution, delivery and performance of each of this Agreement,
     the  Equity  Line  of  Credit  Agreement,  the  Escrow  Agreement,  and the
     Registration  Rights  Agreement  has  been  or will  be  duly  and  validly
     authorized  by the Company and is, or with respect to this  Agreement,  the
     Equity Line of Credit Agreement, the Escrow Agreement, and the Registration
     Rights  Agreement  will be, a valid and binding  agreement  of the Company,
     enforceable in accordance with its respective  terms,  except to the extent
     that (a) the enforceability hereof or thereof may be limited by bankruptcy,
     insolvency, reorganization, moratorium or similar laws from time to time in
     effect  and   affecting  the  rights  of  creditors   generally,   (b)  the
     enforceability hereof or thereof is subject to general principles of equity
     or (c) the  indemnification  provisions hereof or thereof may be held to be
     in violation of public policy.  The Securities to be issued pursuant to the
     transactions  contemplated  by this Agreement and the Equity Line of Credit
     Agreement  have been  duly  authorized  and,  when  issued  and paid for in
     accordance  with (x) this  Agreement,  the Equity Line of Agreement and the
     certificates/instruments  representing  such Securities,  (y) will be valid
     and binding  obligations  of the Company,  enforceable  in accordance  with
     their respective  terms,  except to the extent that (1) the  enforceability
     thereof  may  be  limited  by   bankruptcy,   insolvency,   reorganization,
     moratorium  or similar laws from time to time in effect and  affecting  the
     rights  of  creditors  generally,  and (2) the  enforceability  thereof  is
     subject to general  principles of equity.  All corporate action required to
     be taken for the  authorization,  issuance and sale of the  Securities  has
     been duly and  validly  taken by the  Company.  (ii) The Company has a duly
     authorized,  issued and outstanding  capitalization as set forth herein and
     in the Equity  Line of Credit  Agreement.  The Company is not a party to or
     bound by any instrument, agreement or other arrangement providing for it to
     issue any capital stock,  rights,  warrants,  options or other  securities,
     except for this Agreement, the agreements described herein and as described
     in the  Equity  Line of Credit  Agreement,  dated the date  hereof  and the
     agreements described therein. All issued and outstanding  securities of the
     Company,  have been duly  authorized  and validly issued and are fully paid
     and  non-assessable;  the holders  thereof have no rights of  rescission or
     preemptive  rights  with  respect  thereto  and are not subject to personal
     liability  solely  by reason of being  security  holders;  and none of such
     securities were issued in violation of the preemptive rights of any holders
     of any  security of the  Company.  As of the date  hereof,  the  authorized
     capital  stock of the  Company  consists  of  100,000,000  shares of Common
     Stock,  par value  $0.002  per share of which  30,050,621  shares of Common
     Stock were issued and  outstanding.  (iii) The Common Stock to be issued in
     accordance with this Agreement and the Equity Line of Credit  Agreement has
     been duly  authorized and when issued and paid for in accordance  with this
     Agreement,    the    Equity    Line   of   Credit    Agreement    and   the
     certificates/instruments  representing  such Common Stock,  will be validly
     issued,  fully-paid  and  non-assessable;  the holders  thereof will not be
     subject to personal liability solely by reason of being such holders;  such
     Securities are not and will not be subject to the preemptive  rights of any
     holder  of any  security  of the  Company.  (iv) The  Company  has good and
     marketable  title to, or valid and  enforceable  leasehold  estates in, all
     items of real and  personal  property  necessary  to conduct  its  business
     (including, without limitation, any real or personal property stated in the
     Offering Materials to be owned or leased by the Company), free and clear of
     all liens,  encumbrances,  claims,  security  interests  and defects of any
     material  nature  whatsoever,  other than  those set forth in the  Offering
     Materials  and liens for  taxes  not yet due and  payable.  (v) There is no
     litigation  or  governmental  proceeding  pending  or,  to the  best of the
     Company's  knowledge,  threatened  against,  or involving the properties or
     business of the Company, except as set forth in the Offering Materials.


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          (vi) The Company has been duly organized and is validly  existing as a
     corporation  in good  standing  under  the laws of the  State of  Delaware.
     Except as set forth in the Offering Materials,  the Company does not own or
     control,  directly or  indirectly,  an  interest in any other  corporation,
     partnership,  trust, joint venture or other business entity. The Company is
     duly qualified or licensed and in good standing as a foreign corporation in
     each  jurisdiction  in which the character of its operations  requires such
     qualification  or licensing  and where  failure to so qualify  would have a
     material  adverse  effect on the  Company.  The Company  has all  requisite
     corporate   power  and   authority,   and  all   material   and   necessary
     authorizations,  approvals,  orders, licenses,  certificates and permits of
     and from all  governmental  regulatory  officials and bodies  (domestic and
     foreign) to conduct its businesses (and proposed  business) as described in
     the  Offering   Materials.   Any  disclosures  in  the  Offering  Materials
     concerning the effects of foreign,  federal,  state and local regulation on
     the Company's  businesses as currently  conducted and as  contemplated  are
     correct in all material  respects and do not omit to state a material fact.
     The  Company  has all  corporate  power and  authority  to enter  into this
     Agreement,  the Equity Line of Credit  Agreement,  the Registration  Rights
     Agreement,  and the  Escrow  Agreement,  to carry  out the  provisions  and
     conditions hereof and thereof, and all consents, authorizations,  approvals
     and  orders  required  in  connection  herewith  and  therewith  have  been
     obtained.  No consent,  authorization  or order of, and no filing with, any
     court,  government  agency or other body is required by the Company for the
     issuance of the  Securities  or  execution  and  delivery  of the  Offering
     Materials  except for  applicable  federal and state  securities  laws. The
     Company, since its inception,  has not incurred any liability arising under
     or as a result of the application of any of the provisions of the 1933 Act,
     the 1934 Act or the Rules and Regulations. (vii) There has been no material
     adverse  change in the condition or prospects of the Company,  financial or
     otherwise,  from the latest dates as of which such  condition or prospects,
     respectively,  are set forth in the Offering Materials, and the outstanding
     debt, the property and the business of the Company  conform in all material
     respects to the descriptions thereof contained in the Offering Materials.


<PAGE>


          (viii) Except as set forth in the Offering  Materials,  the Company is
     not in  breach  of,  or in  default  under,  any term or  provision  of any
     material  indenture,  mortgage,  deed of trust, lease, note, loan or Equity
     Line of Credit  Agreement or any other  material  agreement  or  instrument
     evidencing  an  obligation  for  borrowed  money,  or  any  other  material
     agreement or instrument to which it is a party or by which it or any of its
     properties may be bound or affected. The Company is not in violation of any
     provision  of its  charter  or by-laws or in  violation  of any  franchise,
     license, permit, judgment, decree or order, or in violation of any material
     statute,  rule or  regulation.  Neither the  execution  and delivery of the
     Offering Materials nor the issuance and sale or delivery of the Securities,
     nor  the  consummation  of  any  of the  transactions  contemplated  in the
     Offering  Materials  nor the  compliance  by the Company with the terms and
     provisions hereof or thereof, has conflicted with or will conflict with, or
     has  resulted  in or will  result  in a breach  of,  any of the  terms  and
     provisions of, or has  constituted or will  constitute a default under,  or
     has resulted in or will result in the creation or  imposition  of any lien,
     charge  or  encumbrance  upon any  property  or assets  of the  Company  or
     pursuant to the terms of any indenture, mortgage, deed of trust, note, loan
     or any other agreement or instrument  evidencing an obligation for borrowed
     money,  or any other  agreement or  instrument  to which the Company may be
     bound or to which any of the  property  or assets of the Company is subject
     except (a) where such default, lien, charge or encumbrance would not have a
     material adverse effect on the Company and (b) as described in the Offering
     Materials;  nor will such action result in any violation of the  provisions
     of the  charter  or the  by-laws  of  the  Company  or,  assuming  the  due
     performance  by the  Placement  Agent  of its  obligations  hereunder,  any
     material  statute or any material order,  rule or regulation  applicable to
     the  Company  of any  court  or of any  foreign,  federal,  state  or other
     regulatory  authority or other government body having jurisdiction over the
     Company.  (ix) Subsequent to the dates as of which  information is given in
     the  Offering  Materials,  and  except as may  otherwise  be  indicated  or
     contemplated  herein or therein and the securities  offered pursuant to the
     Securities  Purchase  Agreement dated the date hereof,  the Company has not
     (a) issued any securities or incurred any liability or  obligation,  direct
     or  contingent,  for borrowed  money,  or (b) entered into any  transaction
     other than in the ordinary course of business,  or (c) declared or paid any
     dividend  or made any other  distribution  on or in respect of its  capital
     stock.  Except as described in the Offering  Materials,  the Company has no
     outstanding  obligations  to any officer or director  of the  Company.  (x)
     There are no claims for services in the nature of a finder's or origination
     fee with respect to the sale of the Common Stock or any other arrangements,
     agreements  or  understandings   that  may  affect  the  Placement  Agent's
     compensation,  as  determined  by the National  Association  of  Securities
     Dealers,  Inc.  (xi) The Company owns or  possesses,  free and clear of all
     liens or encumbrances  and rights thereto or therein by third parties,  the
     requisite  licenses or other rights to use all  trademarks,  service marks,
     copyrights,  service names, trade names,  patents,  patent applications and
     licenses necessary to conduct its business (including,  without limitation,
     any such  licenses or rights  described in the Offering  Materials as being
     owned or possessed by the Company) and, except as set forth in the Offering
     Materials,  there is no claim or action  by any  person  pertaining  to, or
     proceeding, pending or threatened, which challenges the exclusive rights of
     the Company  with respect to any  trademarks,  service  marks,  copyrights,
     service names, trade names, patents,  patent applications and licenses used
     in the conduct of the Company's businesses (including,  without limitation,
     any such  licenses or rights  described in the Offering  Materials as being
     owned or possessed  by the  Company)  except any claim or action that would
     not have a material  adverse effect on the Company;  the Company's  current
     products, services or processes do not infringe or will not infringe on the
     patents currently held by any third party.


<PAGE>

          (xii) Except as described  in the Offering  Materials,  the Company is
     not under any obligation to pay royalties or fees of any kind whatsoever to
     any third party with respect to any trademarks,  service marks, copyrights,
     service  names,  trade names,  patents,  patent  applications,  licenses or
     technology  it has  developed,  uses,  employs or intends to use or employ,
     other than to their respective licensors. (xiii) Subject to the performance
     by the Placement Agent of its obligations  hereunder and the offer and sale
     of the  Securities  comply,  and will  continue  to comply in all  material
     respects with the  requirements  of Rule 506 of Regulation D promulgated by
     the SEC pursuant to the 1933 Act and any other applicable federal and state
     laws,  rules,  regulations  and  executive  orders.  Neither  the  Offering
     Materials  nor any  amendment  or  supplement  thereto  nor  any  documents
     prepared by the Company in  connection  with the Offering  will contain any
     untrue  statement  of a material  fact or omit to state any  material  fact
     required to be stated therein or necessary to make the statements  therein,
     in light of the  circumstances  under which they were made, not misleading.
     All  statements  of material  facts in the Offering  Materials are true and
     correct as of the date of the Offering Materials.  (xiv) All material taxes
     which  are due and  payable  from the  Company  have  been  paid in full or
     adequate provision has been made for such taxes on the books of the Company
     except for those taxes disputed in good faith the Company does not have any
     tax deficiency or claim  outstanding  assessed or proposed against it. (xv)
     None  of the  Company  nor any of its  officers,  directors,  employees  or
     agents, nor any other person acting on behalf of the Company, has, directly
     or indirectly,  given or agreed to give any money,  gift or similar benefit
     (other than legal price  concessions to customers in the ordinary course of
     business)  to any  customer,  supplier,  employee or agent of a customer or
     supplier,   or  official  or  employee  of  any   governmental   agency  or
     instrumentality  of any  government  (domestic or foreign) or any political
     party or candidate for office  (domestic or foreign) or other person who is
     or may be in a position  to help or hinder the  business of the Company (or
     assist it in connection with any actual or proposed  transaction) which (A)
     might  subject the Company to any damage or penalty in any civil,  criminal
     or governmental litigation or proceeding,  or (B) if not given in the past,
     might have had a  materially  adverse  effect on the  assets,  business  or
     operations of the Company as reflected in any of the  financial  statements
     contained in the Offering Materials, or (C) if not continued in the future,
     might adversely affect the assets, business, operations or prospects of the
     Company in the future.

     5. Representations, Warranties and Covenants of the Investor.

     A. The Investor represents, warrants and covenants as follows:

          (i) The Investor has the necessary  power to enter into this Agreement
     and to consummate the transactions contemplated hereby .

          (ii) The execution and delivery by the Investor of this  Agreement and
     the consummation of the transactions contemplated herein will not result in
     any  violation of, or be in conflict  with, or constitute a default  under,
     any  agreement or  instrument  to which the Investor is a party or by which
     the Investor or its properties are bound,  or any judgment,  decree,  order
     or, to the Investor's knowledge, any statute, rule or regulation applicable
     to  the  Investor.  This  Agreement  when  executed  and  delivered  by the
     Investor,  will constitute the legal, valid and binding  obligations of the
     Investor,  enforceable in accordance with their respective terms, except to
     the extent that (a) the enforceability  hereof or thereof may be limited by
     bankruptcy,  insolvency,  reorganization,  moratorium  or similar laws from
     time to time in effect and affecting the rights of creditors generally, (b)
     the  enforceability  hereof or thereof is subject to general  principles of
     equity, or (c) the indemnification provisions hereof or thereof may be held
     to be in violation of public policy.


<PAGE>


          (iii) The Investor  will  promptly  forward  copies of any and all due
     diligence questionnaires compiled by the Investor to the Placement Agent.

     6. Certain Covenants and Agreements of the Company.

     The Company  covenants and agrees at its expense and without any expense to
the Placement Agent as follows:


<PAGE>


     A. To advise the  Placement  Agent of any  material  adverse  change in the
Company's  financial  condition,  prospects  or business  or of any  development
materially  affecting the Company or rendering untrue or misleading any material
statement in the Offering Materials occurring at any time as soon as the Company
is  either  informed  or  becomes  aware  thereof.  B. To use  its  commercially
reasonable  efforts to cause the Common Stock  issuable in  connection  with the
Equity Line of Credit to be qualified or registered for sale on terms consistent
with those stated in the Registration  Rights Agreement and under the securities
laws of such  jurisdictions  as the  Placement  Agent  and  the  Investor  shall
reasonably request.  Qualification,  registration and exemption charges and fees
shall be at the sole cost and expense of the Company.  C. Upon written  request,
to provide and continue to provide the Placement  Agent and the Investor  copies
of all quarterly  financial  statements and audited annual financial  statements
prepared by or on behalf of the Company,  other reports prepared by or on behalf
of the  Company  for  public  disclosure  and  all  documents  delivered  to the
Company's  stockholders.  D. To deliver,  during the registration  period of the
Equity Line Credit Agreement,  to the Placement Agent upon the Placement Agent's
request,  within  forty five (45) days,  a statement of its income for each such
quarterly  period,  and  its  balance  sheet  and  a  statement  of  changes  in
stockholders'  equity as of the end of such quarterly period,  all in reasonable
detail,  certified by its principal financial or accounting officer; (ii) within
ninety (90) days after the close of each fiscal  year,  its balance  sheet as of
the close of such fiscal year,  together with a statement of income, a statement
of changes in stockholders'  equity and a statement of cash flow for such fiscal
year,  such  balance  sheet,  statement  of  income,  statement  of  changes  in
stockholders'  equity and statement of cash flow to be in reasonable  detail and
accompanied  by a copy of the  certificate  or  report  thereon  of  independent
auditors if audited financial  statements are prepared;  and (iii) a copy of all
documents,  reports and  information  furnished to its  stockholders at the time
that such documents,  reports and information are furnished to its stockholders.
E. To comply with the terms of the Offering Materials.


<PAGE>


     F. To ensure that any transactions  between or among the Company, or any of
its officers,  directors and affiliates be on terms and  conditions  that are no
less  favorable  to the  Company,  than the terms and  conditions  that would be
available in an "arm's length" transaction with an independent third party.

     7. Indemnification.

     A. The Company  hereby agrees that it will indemnify and hold the Placement
Agent and each officer, director, shareholder, employee or representative of the
Placement  Agent and each  person  controlling,  controlled  by or under  common
control  with the  Placement  Agent within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act or the SEC's Rules and Regulations promulgated
there under (the "Rules and Regulations"), harmless from and against any and all
loss, claim, damage, liability,  cost or expense whatsoever (including,  but not
limited  to,  any  and  all  reasonable   legal  fees  and  other  expenses  and
disbursements incurred in connection with investigating,  preparing to defend or
defending   any  action,   suit  or   proceeding,   including   any  inquiry  or
investigation,  commenced or threatened, or any claim whatsoever or in appearing
or preparing  for  appearance  as a witness in any action,  suit or  proceeding,
including  any  inquiry,   investigation  or  pretrial   proceeding  such  as  a
deposition)  to which  the  Placement  Agent or such  indemnified  person of the
Placement  Agent may become  subject under the 1933 Act, the 1934 Act, the Rules
and Regulations, or any other federal or state law or regulation,  common law or
otherwise,  arising  out of or based  upon (i) any untrue  statement  or alleged
untrue  statement  of a  material  fact  contained  in  (a)  Section  4 of  this
Agreement,  (b) the Offering Materials (except those written statements relating
to the Placement  Agent given by an indemnified  person for inclusion  therein),
(c) any application or other document or written  communication  executed by the
Company or based upon written information  furnished by the Company filed in any
jurisdiction  in order to qualify  the Common  Stock under the  securities  laws
thereof,  or any state  securities  commission  or agency;  (ii) the omission or
alleged omission from documents  described in clauses (a), (b) or (c) above of a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading;  or (iii) the breach of any  representation,  warranty,
covenant or agreement made by the Company in this Agreement. The Company further
agrees that upon demand by an  indemnified  person,  at any time or from time to
time, it will promptly  reimburse such indemnified  person for any loss,  claim,
damage,  liability,  cost  or  expense  actually  and  reasonably  paid  by  the
indemnified  person as to which the Company has indemnified such person pursuant
hereto.  Notwithstanding  the foregoing  provisions of this Paragraph  6(A), any
such payment or reimbursement by the Company of fees,  expenses or disbursements
incurred by an indemnified person in any proceeding in which a final judgment by
a court of competent  jurisdiction  (after all appeals or the expiration of time
to appeal) is entered  against the Placement  Agent or such  indemnified  person
based upon specific finding of fact that the Placement Agent or such indemnified
person's gross negligence or willful  misfeasance will be promptly repaid to the
Company.

<PAGE>

     B. The Placement  Agent hereby  agrees that it will  indemnify and hold the
Company and each officer, director,  shareholder,  employee or representative of
the Company, and each person controlling,  controlled by or under common control
with the Company  within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act or the Rules and Regulations,  harmless from and against any and
all loss, claim, damage, liability,  cost or expense whatsoever (including,  but
not  limited  to,  any and all  reasonable  legal  fees and other  expenses  and
disbursements incurred in connection with investigating,  preparing to defend or
defending   any  action,   suit  or   proceeding,   including   any  inquiry  or
investigation,  commenced or threatened, or any claim whatsoever or in appearing
or preparing  for  appearance  as a witness in any action,  suit or  proceeding,
including  any  inquiry,   investigation  or  pretrial   proceeding  such  as  a
deposition) to which the Company or such  indemnified  person of the Company may
become subject under the 1933 Act, the 1934 Act, the Rules and  Regulations,  or
any other federal or state law or regulation,  common law or otherwise,  arising
out of or based upon (i) the  conduct of the  Placement  Agent or its  officers,
employees or  representatives  in its acting as Placement Agent for the Offering
or (ii)  the  material  breach  of any  representation,  warranty,  covenant  or
agreement  made by the  Placement  Agent in this  Agreement  (iii)  any false or
misleading  information  provided to the Company by one of the Placement Agent's
indemnified persons.

<PAGE>

     C. The Investor hereby agrees that it will indemnify and hold the Placement
Agent and each officer, director, shareholder, employee or representative of the
Placement  Agent,  and each person  controlling,  controlled  by or under common
control  with the  Placement  Agent within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act or the Rules and  Regulations,  harmless  from
and  against  any  and all  loss,  claim,  damage,  liability,  cost or  expense
whatsoever (including, but not limited to, any and all reasonable legal fees and
other  expenses and  disbursements  incurred in connection  with  investigating,
preparing to defend or defending any action,  suit or proceeding,  including any
inquiry or investigation, commenced or threatened, or any claim whatsoever or in
appearing  or  preparing  for  appearance  as a witness in any  action,  suit or
proceeding,  including any inquiry, investigation or pretrial proceeding such as
a deposition)  to which the Placement  Agent or such  indemnified  person of the
Placement  Agent may become  subject under the 1933 Act, the 1934 Act, the Rules
and Regulations, or any other federal or state law or regulation,  common law or
otherwise,  arising out of or based upon (i) the conduct of the  Investor or its
officers,  employees  or  representatives  in its acting as the Investor for the
Offering or (ii) the material breach of any representation,  warranty,  covenant
or agreement made by the Investor in the Offering  Materials  (iii) any false or
misleading  information provided to the Placement Agent by one of the Investor's
indemnified persons.

     D. The Placement  Agent hereby  agrees that it will  indemnify and hold the
Investor and each officer, director, shareholder,  employee or representative of
the Investor, and each person controlling, controlled by or under common control
with the Investor within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act or the Rules and Regulations,  harmless from and against any and
all loss, claim, damage, liability,  cost or expense whatsoever (including,  but
not  limited  to,  any and all  reasonable  legal  fees and other  expenses  and
disbursements incurred in connection with investigating,  preparing to defend or
defending   any  action,   suit  or   proceeding,   including   any  inquiry  or
investigation,  commenced or threatened, or any claim whatsoever or in appearing
or preparing  for  appearance  as a witness in any action,  suit or  proceeding,
including  any  inquiry,   investigation  or  pretrial   proceeding  such  as  a
deposition) to which the Investor or such indemnified person of the Investor may
become subject under the 1933 Act, the 1934 Act, the Rules and  Regulations,  or
any other federal or state law or regulation,  common law or otherwise,  arising
out of or based upon (i) the  conduct of the  Placement  Agent or its  officers,
employees  or  representatives  in its  acting  as the  Placement  Agent for the
Offering or (ii) the material breach of any representation,  warranty,  covenant
or agreement made by the Placement  Agent in this  Agreement  (iii) any false or
misleading  information provided to the Investor by one of the Placement Agent's
indemnified persons.

     E. Promptly after receipt by an indemnified party of notice of commencement
of any  action  covered  by  Section  6(A),  (B),  (C) or (D),  the  party to be
indemnified shall,  within five (5) business days, notify the indemnifying party
of the  commencement  thereof;  the omission by one (1) indemnified  party to so
notify the indemnifying  party shall not relieve the  indemnifying  party of its
obligation to indemnify any other  indemnified  party that has given such notice
and shall not relieve the  indemnifying  party of any liability  outside of this
indemnification  if not  materially  prejudiced  thereby.  In the event that any
action is brought against the indemnified  party, the indemnifying party will be
entitled to participate  therein and, to the extent it may desire, to assume and
control  the  defense  thereof  with  counsel  chosen by it which is  reasonably
acceptable to the indemnified party. After notice from the indemnifying party to
such  indemnified  party of its election to so assume the defense  thereof,  the
indemnifying  party  will not be liable to such  indemnified  party  under  such
Section  6(A),  (B),  (C), or (D) for any legal or other  expenses  subsequently
incurred by such indemnified  party in connection with the defense thereof,  but
the  indemnified  party may, at its own expense,  participate in such defense by
counsel  chosen by it,  without,  however,  impairing the  indemnifying  party's
control  of  the  defense.   Subject  to  the  proviso  of  this   sentence  and
notwithstanding  any other  statement  to the  contrary  contained  herein,  the
indemnified  party or  parties  shall  have the right to choose its or their own
counsel  and  control  the  defense  of any  action,  all at the  expense of the
indemnifying  party if,  (i) the  employment  of such  counsel  shall  have been
authorized in writing by the  indemnifying  party in connection with the defense
of  such  action  at  the  expense  of  the  indemnifying  party,  or  (ii)  the
indemnifying  party shall not have employed counsel  reasonably  satisfactory to
such  indemnified  party to have charge of the  defense of such action  within a
reasonable  time  after  notice of  commencement  of the  action,  or (iii) such
indemnified  party or parties shall have reasonably  concluded that there may be
defenses available to it or them which are different from or additional to those
available  to one  or  all  of the  indemnifying  parties  (in  which  case  the
indemnifying  parties  shall not have the right to direct  the  defense  of such
action on behalf of the  indemnified  party or parties),  in any of which events
such  fees  and  expenses  of one  additional  counsel  shall  be  borne  by the
indemnifying party; provided, however, that the indemnifying party shall not, in
connection with any one action or separate but substantially  similar or related
actions in the same jurisdiction  arising out of the same general allegations or
circumstance,  be liable for the  reasonable  fees and expenses of more than one
separate  firm of attorneys  at any time for all such  indemnified  parties.  No
settlement of any action or  proceeding  against an  indemnified  party shall be
made without the consent of the indemnifying party.

<PAGE>

     F. In order to provide for just and equitable contribution in circumstances
in which the  indemnification  provided  for in  Section  6(A) or 6(B) is due in
accordance  with  its  terms  but  is for  any  reason  held  by a  court  to be
unavailable  on grounds of policy or  otherwise,  the Company and the  Placement
Agent shall contribute to the aggregate losses,  claims, damages and liabilities
(including  legal or other expenses  reasonably  incurred in connection with the
investigation  or defense of same) which the other may incur in such  proportion
so that the  Placement  Agent  shall be  responsible  for  such  percent  of the
aggregate of such losses,  claims,  damages and  liabilities  as shall equal the
percentage of the gross  proceeds  paid to the  Placement  Agent and the Company
shall be responsible for the balance;  provided,  however, that no person guilty
of fraudulent  misrepresentation within the meaning of Section 11(f) of the 1933
Act shall be entitled to contribution from any person who was not guilty of such
fraudulent  misrepresentation.  For  purposes of this Section  6(F),  any person
controlling,  controlled by or under common control with the Placement Agent, or
any partner,  director,  officer,  employee,  representative or any agent of any
thereof,  shall have the same rights to  contribution as the Placement Agent and
each person controlling,  controlled by or under common control with the Company
within  the  meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
and each officer of the Company and each  director of the Company shall have the
same rights to contribution  as the Company.  Any party entitled to contribution
will,  promptly after receipt of notice of commencement  of any action,  suit or
proceeding  against such party in respect of which a claim for  contribution may
be made against the other party under this Section 6(D),  notify such party from
whom contribution may be sought,  but the omission to so notify such party shall
not relieve the party from whom  contribution  may be sought from any obligation
they may have hereunder or otherwise if the party from whom  contribution may be
sought is not  materially  prejudiced  thereby.  The indemnity and  contribution
agreements  contained in this Section 6 shall remain operative and in full force
and  effect  regardless  of  any  investigation  made  by or on  behalf  of  any
indemnified person or any termination of this Agreement.

     8. Payment of Expenses.

     The Company  hereby agrees to bear all of the expenses in  connection  with
the Offering, including, but not limited to the following: filing fees, printing
and duplicating costs, advertisements, postage and mailing expenses with respect
to the  transmission of Offering  Materials,  registrar and transfer agent fees,
escrow agent fees and expenses,  fees of the Company's  counsel and accountants,
issue and transfer taxes, if any.

     9. Conditions of Closing


<PAGE>


     The Closing  shall be held at the offices of the  Investor or its  counsel.
The  obligations  of the  Placement  Agent  hereunder  shall be  subject  to the
continuing  accuracy of the representations and warranties of the Company herein
as of the date hereof and as of the Date of Closing  (the  "Closing  Date") with
respect to the  Company as if it had been made on and as of such  Closing  Date;
the accuracy on and as of the Closing Date of the  statements of the officers of
the Company made pursuant to the provisions  hereof;  and the performance by the
Company on and as of the Closing Date of its covenants and obligations hereunder
and  to the  following  further  conditions:  A.  Upon  the  effectiveness  of a
registration  statement  covering  the  Equity  Line of  Credit  Agreement,  the
Placement Agent shall receive the opinion of Counsel to the Company, dated as of
the date  thereof,  which  opinion  shall be in form  and  substance  reasonably
satisfactory  to the Investor,  their counsel and the Placement  Agent. B. At or
prior to the  Closing,  the  Placement  Agent  shall  have been  furnished  such
documents,  certificates  and  opinions  as it may  reasonably  require  for the
purpose of enabling them to review or pass upon the matters  referred to in this
Agreement  and the Offering  Materials,  or in order to evidence  the  accuracy,
completeness  or  satisfaction  of  any of the  representations,  warranties  or
conditions  herein  contained.  C. At and prior to the Closing,  (i) there shall
have been no material  adverse  change nor  development  involving a prospective
change in the  condition or prospects or the business  activities,  financial or
otherwise,  of the Company from the latest  dates as of which such  condition is
set forth in the Offering Materials;  (ii) there shall have been no transaction,
not in the ordinary course of business except the  transactions  pursuant to the
Securities  Purchase Agreement dated the date hereof entered into by the Company
which has not been disclosed in the Offering Materials or to the Placement Agent
in writing;  (iii)  except as set forth in the Offering  Materials,  the Company
shall not be in default  under any provision of any  instrument  relating to any
outstanding  indebtedness for which a waiver or extension has not been otherwise
received; (iv) except as set forth in the Offering Materials,  the Company shall
not have issued any securities (other than those to be issued as provided in the
Offering Materials) or declared or paid any dividend or made any distribution of
its  capital  stock of any class and there shall not have been any change in the
indebtedness  (long or short term) or  liabilities or obligations of the Company
(contingent or otherwise) and trade payable debt; (v) no material  amount of the
assets of the Company shall have been pledged or mortgaged,  except as indicated
in the Offering Materials;  and (v) no action, suit or proceeding,  at law or in
equity,  against the Company or affecting  any of its  properties  or businesses
shall be  pending  or  threatened  before  or by any court or  federal  or state
commission,  board or other administrative agency, domestic or foreign,  wherein
an unfavorable decision, ruling or finding could materially adversely affect the
businesses, prospects or financial condition or income of the Company, except as
set forth in the Offering  Materials.  D. At Closing,  the Placement Agent shall
receive a certificate  of the Company  signed by an executive  officer and chief
financial officer,  dated as of the applicable  Closing,  to the effect that the
conditions set forth in subparagraph  (C) above have been satisfied and that, as
of the applicable closing, the representations and warranties of the Company set
forth herein are true and correct.

<PAGE>

     10. Termination.

     This Agreement shall be co-terminus with, and terminate upon the same terms
and conditions as those set forth in, the Equity Line of Credit  Agreement.  The
rights of the Investor and the obligations of the Company under the Registration
Rights  Agreement,  and the rights of the Placement Agent and the obligations of
the Company shall survive the termination of this Agreement unabridged.

     11. Miscellaneous.

     A. This  Agreement may be executed in any number of  counterparts,  each of
which shall be deemed to be an original, but all which shall be deemed to be one
and the same  instrument.  B.  Any  notice  required  or  permitted  to be given
hereunder shall be given in writing and shall be deemed effective when deposited
in the United  States mail,  postage  prepaid,  or when  received if  personally
delivered or faxed (upon confirmation of receipt received by the sending party),
addressed as follows:

<TABLE>
<CAPTION>

<S>                                     <C>
If to Placement Agent, to:              Westrock Advisors, Inc.
                                        230 Park Avenue, Floor 9
                                        New York, New York 10169



With Copy to:





If to the Company, to:                   Azco Mining Inc.
                                         7239 N. EL Mirage Road
                                         Glendale, AZ 85307
                                         Attention:  Ryan Modesto, Vice President-Finance
                                         Telephone: (623) 935-0774
                                         Facsimile:  (623) 935 0781

With a copy to:                          Kirkpatrick & Lockhart, LLP
                                         Miami Center - 20th Floor
                                         201 South Biscayne Boulevard
                                         Miami, FL 33131-2399
                                         Attention: Clayton E. Parker, Esq.
                                         Telephone: (305) 539-3306
                                         Facsimile: (305) 358-7095

If to the Investor:                      Cornell Capital Partners, LP
                                         101 Hudson Street - Suite 3606
                                         Jersey City, NJ 07302
                                         Attention: Mark A. Angelo
                                         Portfolio Manager
                                         Telephone: (201) 985-8300
                                         Facsimile: (201) 985-8266

With Copies to:                          Butler Gonzalez LLP
                                         1000 Stuyvesant Aveneue _ Suite No.: 6
                                         Union, NJ 07083
                                         Attention: David Gonzalez, Esq.
                                         Telephone: (908) 810-8588
                                         Facsimile: (908) 810-0973
or to such other address of which written notice is given to the others.

</TABLE>

<PAGE>

     C. This Agreement  shall be governed by and construed in all respects under
the laws of the State of New York,  without  reference  to its  conflict of laws
rules or principles.  Any suit, action,  proceeding or litigation arising out of
or relating to this Agreement shall be brought and prosecuted in such federal or
state court or courts  located  within the State of New York as provided by law.
The parties hereby irrevocably and  unconditionally  consent to the jurisdiction
of each such court or courts located within the State of New York and to service
of process by registered or certified mail, return receipt requested,  or by any
other  manner   provided  by  applicable   law,  and  hereby   irrevocably   and
unconditionally  waive any right to claim that any suit,  action,  proceeding or
litigation so commenced has been commenced in an inconvenient forum.

     D. This Agreement and the other  agreements  referenced  herein contain the
entire  understanding  between  the  parties  hereto and may not be  modified or
amended except by a writing duly signed by the party against whom enforcement of
the modification or amendment is sought.

     E. If any  provision  of this  Agreement  shall  be held to be  invalid  or
unenforceable,  such invalidity or  unenforceability  shall not affect any other
provision of this Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>


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

                                       COMPANY:
                                       AZCO MINING INC.

                                       By:
                                       Name:      Ryan Modesto
                                       Title:   Vice President-Finance


                                       PLACEMENT AGENT:
                                       WESTROCK ADVISORS, INC.

                                       By:
                                       Name:
                                       Title:

                                       INVESTOR:
                                       CORNELL CAPITAL PARTNERS, LP

                                       By: Yorkville Advisors, LLC
                                       Its: General Partner


                                       By:_________________________________
                                       Name: Mark A. Angelo
                                       Title: Portfolio Manager