NON-REVOLVING CREDIT LINE LOAN AGREEMENT


     BY THIS  AGREEMENT  made and entered  into as of the 4th day of  September,
2001, AZCO MINING INC., a Delaware  corporation,  whose address is 7239 North El
Mirage  Road,  Glendale,  Arizona  (hereinafter  called  "Borrower"),  and  Luis
Barrenchea,  whose  address is 10121  Sunkist  Circle,  Villa  Park,  California
(hereinafter  called  "Lender"),  for and in  consideration  of the recitals and
mutual promises contained herein, confirm and agree as follows:

SECTION 1. GENERAL LOAN TERMS

     1.1 Subject to the conditions herein set forth, Lender agrees to loan to or
for the benefit of Borrower, and Borrower agrees to draw upon and borrow, in the
manner and upon the terms and  conditions  set forth herein,  amounts that shall
not exceed,  in the aggregate,  $200,000 (the "Loan").  Disbursements  under the
Loan are referred to herein  individually  as an "Advance" and  collectively  as
"Advances."

     1.2 The  Loan  shall  be a  non-revolving  line of  credit,  against  which
Advances  may be made to Borrower,  with no right of Borrower to  readvance  any
repaid  sums.  Lender  shall have no  obligation  to make any Advance that would
cause the outstanding principal balance of the Loan to exceed the limitations of
Paragraph 1.1 above.

     1.3 The Loan shall be evidenced by a Non-Revolving  Credit Line Note in the
form  attached  hereto as  Exhibit A (the  "Note")  of  Borrower,  executed  and
delivered  simultaneously  with the  execution  of this  Agreement,  in the face
amount of $200,000,  payable to Lender upon the terms and  conditions  contained
therein.

     1.4 The Loan shall be unsecured.

     1.5 In  consideration  of the  Loan,  Borrower  shall  provide  to Lender a
warrant for the  purchase of 250,000  shares of  Borrower's  common stock in the
form attached hereto as Exhibit B (the "Warrant"), and Borrower and Lender shall
enter into a Registration  Rights Agreement in  substantially  the form attached
hereto as Exhibit C.

     1.6 Borrower  agrees that when  Borrower  makes any payment of principal on
either the $800,000  Non-Revolving  Credit Line Loan of March 2001 borrowed from
Lawrence  G. Olson  ("Olson")  or the  $800,000  Non-Revolving  Credit Line Loan
borrowed from Floyd Bleak ("Bleak"),  Borrower will also  immediately  prepay to
Lender the same  percentage of principal as the  percentage of principal paid to
Olson or Bleak. For example, if 50% of the outstanding principal balance owed to
Bleak or Olson is paid, 50% of the  outstanding  balance of principal due Lender
will be paid at the same time.

<PAGE>

SECTION 2. CONDITIONS PRECEDENT FOR CLOSING AND ADVANCES

     The  obligation  of Lender to make each and every Advance is subject to the
following express  conditions  precedent,  all of which shall be satisfied as of
the date of the initial  Advance (the  "Closing  Date") and the date of each and
every Advance thereafter:

     2.1 Borrower  shall have executed and  delivered to Lender this  Agreement,
the Note, the Warrant and any other  documents or items  reasonably  required by
Lender  to  effectuate  the  intent  of  those  agreements  (collectively,   the
"Documents").

     2.2 All  representations  and  warranties by Borrower shall remain true and
correct and all  agreements  that Borrower is to have performed or complied with
by the date of the requested Advance shall have been performed or complied with.

     2.3 No Event of Default exists,  and no event has occurred and no condition
exists that,  after notice or lapse of time, or both,  would constitute an Event
of Default.

SECTION 3. REPRESENTATIONS AND WARRANTIES

     3.1 Borrower represents and warrants to Lender as follows:

          (a) The recitals and statements of intent  appearing in this Agreement
     are true and correct.

          (b) Borrower is duly organized,  validly existing and in good standing
     under the laws of the State of  Delaware,  and is  qualified to do business
     and is in good standing in the State of Arizona.

          (c) Borrower has full power and  authority to own its  properties  and
     assets and to carry on its business as now being conducted.

          (d)  Borrower  is fully  authorized  and  permitted  to enter into the
     Documents,  to borrow the  amounts  contemplated  herein upon the terms set
     forth  herein  and to  perform  the terms of the  Documents,  none of which
     conflicts  with any provision of any law, rule or regulation  applicable to
     Borrower.  The  Documents  are  valid  and  binding  legal  obligations  of
     Borrower, and each is enforceable in accordance with its terms.

          (e)  The  execution,  delivery  and  performance  by  Borrower  of the
     Documents  will not  result  in any  breach  of the  terms,  conditions  or
     provisions of, or constitute a default  under,  any agreement or instrument
     under which Borrower is a party or is obligated.

          (f) No actions, suits or proceedings are pending or threatened against
     Borrower that might  materially  and adversely  affect the repayment of the
     Loan,  the  performance  by Borrower  under the  Documents or the financial
     condition, business or operations of Borrower.

          (g) Each  request by  Borrower  for an  Advance  shall  constitute  an
     affirmation on the part of Borrower that the representations and warranties
     contained  herein are true and  correct as of the time of such  request and
     that the conditions  precedent for such Advance,  as applicable,  have been
     fully satisfied.

<PAGE>

     3.2 All  representations  and  warranties  made  herein  shall  survive the
execution of this Agreement,  all Advances and the execution and delivery of all
other  documents and  instruments in connection with the Loan, so long as Lender
has any  commitment  to lend to  Borrower  hereunder  and until the Loan and all
indebtedness  hereunder have been paid in full and all of Borrower's obligations
hereunder have been fully discharged.

SECTION 4. WAIVER

     4.1 Borrower waives  presentment,  demand,  protest and notices of protest,
nonpayment,  partial  payment and all other  notices and  formalities  except as
expressly called for in this Agreement.  Borrower  consents to and waives notice
of: (i) the granting of indulgences  or extensions of time of payment,  (ii) the
taking or releasing  of  security,  and (iii) the addition or release of persons
who may be or become  primarily or secondarily  liable for the Loan or any other
indebtedness  arising in connection with the Loan, or any part thereof,  and all
in such manner and at such time as Lender may deem advisable.

     4.2 No delay or omission by Lender in exercising any right, power or remedy
hereunder,  and no  indulgence  given to  Borrower,  with  respect  to any term,
condition or provision set forth herein, shall impair any right, power or remedy
of Lender  under this  Agreement,  or be  construed as a waiver by Lender of, or
acquiescence  in, any Event of Default.  Likewise,  no such  delay,  omission or
indulgence  by Lender  shall be construed as a variation or waiver of any of the
terms,  conditions or provisions of this Agreement.  Any actual waiver by Lender
of any Event of Default  shall not be a waiver of any other prior or  subsequent
Event of  Default  or of the same  Event of  Default  after  notice to  Borrower
demanding strict performance.

SECTION 5. DEFAULT

     5.1 The  occurrence  of any of the  following  events or  conditions  shall
constitute an "Event of Default" under this Agreement:

          (a) Any failure to pay any  principal or interest  under the Note when
     the same shall  become due and payable and such  failure  continues  for 10
     days after notice thereof to Borrower,  or the failure to pay any other sum
     due under the Documents when the same shall become due and payable and such
     failure continues for 10 days after notice thereof to Borrower.  No notice,
     however, shall be required after maturity of the Note.

          (b) Any failure or neglect to perform or observe any of the covenants,
     conditions or provisions of the Documents  (other than a failure or neglect
     described in one or more of the other provisions of this Paragraph 5.1) and
     such failure or neglect either (i) cannot be remedied, (ii) can be remedied
     within 30 days by prompt and diligent action,  but it continues  unremedied
     for a period of 30 days after notice  thereof to Borrower,  or (iii) can be
     remedied,  although not within 30 days even by prompt and diligent  action,
     but such remedy is not  commenced  within 30 days after  notice  thereof to
     Borrower or is not diligently prosecuted to completion within a total of 90
     days from the date of such notice.

          (c) Any warranty,  representation or statement contained in any of the
     Documents or made or furnished to Lender by or on behalf of Borrower,  that
     shall be or shall prove to have been false when made or furnished.

<PAGE>

     5.2 Upon the  occurrence of any Event of Default and at any time while such
Event of Default is continuing, Lender may do one or more of the following:

          (a) Cease  making  Advances  and declare the entire Loan and all other
     indebtedness of Borrower  hereunder  immediately  due and payable,  without
     notice or demand;

          (b) Proceed to protect and enforce its rights and remedies  under this
     Agreement, the Note and any other Documents; and

          (c) Avail itself of any other relief to which Lender may be legally or
     equitably entitled.

     5.3 Borrower shall pay all costs and expenses, including without limitation
reasonable  attorneys'  fees,  incurred  by  Lender  in  enforcing  payment  and
performance of the Loan and the other  indebtedness  and obligations of Borrower
hereunder or in exercising the rights and remedies of Lender hereunder.

SECTION 6. GENERAL

     6.1 This  Agreement  is made for the sole  protection  and  benefit  of the
parties  hereto  and no other  person or  organization  shall  have any right of
action hereon.

     6.2 This Agreement embodies the entire Agreement of the parties with regard
to  the  subject  matter  hereof.   There  are  no  representations,   promises,
warranties,   understandings  or  agreements  expressed  or  implied,   oral  or
otherwise,  in relation thereto, except those expressly referred to or set forth
herein.  Borrower acknowledges that the execution and delivery of this Agreement
is its free and  voluntary  act and deed,  and that said  execution and delivery
have not been  induced  by,  nor done in  reliance  upon,  any  representations,
promises,  warranties,  understandings or agreements made by Lender, its agents,
officers, employees or representatives.

     6.3 No promise,  representation,  warranty or agreement made  subsequent to
the  execution  and delivery of this  Agreement by either party  hereto,  and no
revocation,  partial or  otherwise,  or change,  amendment  or  addition  to, or
alteration or  modification  of, this  Agreement  shall be valid unless the same
shall be in writing signed by all parties hereto.

<PAGE>

     6.4 Lender and  Borrower  each have  separate  and  independent  rights and
obligations under this Agreement. Nothing contained herein shall be construed as
creating,  forming or constituting  any  partnership,  joint venture,  merger or
consolidation of Borrower and Lender for any purpose or in any respect.

     6.5 This Agreement  shall survive the making of the Loan and shall continue
so long as any part of the Loan,  or any extension or renewal  thereof,  remains
outstanding.

     6.6 All rights,  powers and remedies  granted Lender  herein,  or otherwise
available to Lender,  are for the sole  benefit and  protection  of Lender,  and
Lender may  exercise  any such  right,  power or remedy at its option and in its
sole and absolute  discretion without any obligation to do so. In addition,  if,
under the terms  hereof,  Lender is given  two or more  alternative  courses  of
action, Lender may elect any alternative or combination of alternatives,  at its
option and in its sole and absolute  discretion.  All monies  advanced by Lender
under the terms hereof and all amounts  paid,  suffered or incurred by Lender in
exercising any authority granted herein,  including reasonable  attorneys' fees,
shall bear  interest at the  highest  rate  payable on the Loan until paid,  and
shall be due and payable by Borrower to Lender immediately without demand.

     6.7 Borrower shall  indemnify and hold Lender harmless from and against all
claims,  costs,  expenses,  actions,  suits,  proceedings,  losses,  damages and
liabilities of any kind whatsoever, including but not limited to attorneys' fees
and expenses, arising out of any matter relating, directly or indirectly, to the
Loan,  but excluding any claim or liability  which arises from the negligence or
willful  misconduct of Lender.  This indemnity  provision shall continue in full
force and  effect  and  shall  survive  not only the  making of the Loan and all
Advances but shall also survive the repayment of the Loan and the performance of
all of Borrower's other obligations hereunder.

     6.8 Time is expressly made of the essence of this Agreement.

     6.9 All notices  required or  permitted to be given  hereunder  shall be in
writing  and may be given in  person,  by  United  States  mail,  by  commercial
delivery  service,  or by electronic  transmission  with verified  receipt.  Any
notice  directed to a party to this  Agreement  shall become  effective upon the
earliest of the following:  (i) actual  receipt by that party;  (ii) delivery to
the designated address of that party, addressed to that party; or (iii) if given
by certified or  registered  United  States mail,  forty-eight  (48) hours after
deposit with the United States Postal  Service,  postage  prepaid,  addressed to
that party at its designated address. The designated address of a party shall be
the address of that party shown at the beginning of this Agreement or such other
address as that  party,  from time to time,  may  specify by notice to the other
parties.

<PAGE>

     6.10 This  Agreement  shall be governed by and  construed  according to the
substantive  laws of the State of  Arizona,  without  regard to  conflict of law
principles.  Exclusive  venue for any action  shall lie in the state and federal
courts located in Maricopa County, Arizona.

     6.11 This  Agreement  shall be binding upon, and shall inure to the benefit
of, the parties  hereto and their  successors and assigns.  Notwithstanding  the
previous sentence, Borrower shall not have the right to assign any of its rights
or obligations  hereunder without Lender's  consent.  Lender, at any time, shall
have the right to sell the Loan or  participation  interests  in the Loan and in
any  documents  and  instruments  executed  in  connection  herewith.  Lender is
authorized to furnish to any purchaser or participant  or prospective  purchaser
or  participant  any  information  or  document  that  Lender may have or obtain
regarding the Loan or Borrower.

     6.12 The  headings  or  captions  of  sections  in this  Agreement  are for
reference  only,  do not define or limit the  provisions of such  sections,  and
shall not affect the interpretation of this Agreement.

     6.13 The parties shall execute and deliver such additional documents and do
such  other acts so either of them may  reasonably  require  to  effectuate  the
intent of this  Agreement as Lender may  reasonably  require in connection  with
this Loan.

     IN WITNESS  WHEREOF,  these  presents are executed as of the date indicated
above.


                                    BORROWER

                                    AZCO MINING INC., a Delaware corporation


                                    By:
                                    Its:


                                    LENDER



                                    Luis Barrenchea