REAL PROPERTY PURCHASE AGREEMENT

     This Agreement is made and entered into this 17th day of January,  2002, in
Glendale,  Arizona, by and between Ussery Accounting  Services,  LLC, an Arizona
limited liability company, for the benefit of Muzz Investments,  LLC, an Arizona
limited  liability  company  (hereinafter  "Buyer"),  and AZCO  Mining,  Inc., a
Delaware corporation (hereinafter "Seller").

                                    RECITALS

     A. Seller owns in fee simple the real property  consisting of approximately
5 acres and the building and  improvements  thereon.  The street  address of the
property is at 7239 North El Mirage Road, City of Glendale,  County of Maricopa,
State of Arizona.  The legal  description which is attached hereto as Schedule A
and  incorporated  herein by this reference,  which real property is hereinafter
referred to as the "Real Property."

     B. Seller  intends to sell to Buyer,  and Buyer  intends to  purchase  from
Seller, an undivided interest in the Real Property upon the terms and conditions
set forth hereinbelow.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants to be kept and
performed by the parties  hereto and other valuable  consideration,  the receipt
and sufficiency of which is hereby acknowledged, the parties agree as follows:

                                    AGREEMENT

     1.  Agreement  for Sale.  The Seller agrees to sell and the Buyer agrees to
purchase an  undivided  Forty  percent  (40%)  interest in the Real  Property as
tenants in common upon the terms and conditions set forth hereinbelow.  The Real
Property  is being sold on an  undivided  interest  basis,  and not as an entire
parcel and not by the square foot. There shall be no adjustment in price for any
deviation  from the  square  footage  from that  represented  to any  party.  2.
Purchase  Price.  The purchase  price for the Real Property is Three Million and
no/100  Dollars  --------------   ($3,000,000.00)   (hereinafter  the  "Purchase
Price").  The Purchase  Price shall be paid in full by wire transfer at close of
escrow.

     3. Covenants and Restrictions.

<PAGE>

     3.1 Seller represents and warrants that, to the best of its knowledge,  the
covenants,  agreements, or other contractual limitations which may limit Buyer's
use of the Real  Property  will be disclosed  in the title report from  Westland
Title Agency of Arizona.

     3.2 Seller  represents and warrants to and covenants with Buyer that Seller
will have good and defensible title in fee to the Real Property on or before the
date of Close of Escrow,  free and clear of all financial liens, by, through, or
under  Seller,  except  only for those liens and  encumbrances  set forth in the
title report from Westland Title Agency of Arizona, and that, as of the Close of
Escrow, no other party shall have any rights in the Real Property.

     3.3 Except as  reflected  in the  preliminary  title  report at the time of
execution  of this  Agreement,  there are no claims,  actions,  suits,  or other
proceedings  pending or threatened by any  governmental  department or agency or
any  other  corporation,  partnership,  entity,  or person  whomsoever,  nor any
voluntary actions or proceedings  contemplated by Seller, which in any manner or
to any extent may detrimentally  affect Buyer's right, title, or interest in and
to the Real  Property or the value of the Real  Property or Seller's  ability to
perform Seller's obligations under this Agreement.

     3.4 Seller owns the Real Property in fee simple  absolute,  subject only to
the matters reflected in the preliminary title report.

     3.5 There is no pending or threatened  condemnation  or similar  proceeding
affecting any part of the Real Property,  and Seller has not received any notice
of any  such  proceeding  and has no  knowledge  that  any  such  proceeding  is
contemplated.

     3.6 No work has been  performed or is in progress at the Real  Property and
no materials  have been  furnished to the Real Property which might give rise to
mechanic's, materialmen's, or other liens against any part of the Real Property.

     3.7  Seller  is  not  prohibited   from   consummating   the   transactions
contemplated by this Agreement by any law,  regulation,  agreement,  instrument,
restriction, order, or judgment.

     3.8 There are no parties in adverse possession of the Real Property;  there
are no parties in possession of the Real Property  except Seller and the holders
of the Leases; and no party has been granted any license,  lease, or other right
relating to the use or possession of the Real Property other than the holders of
the Leases.

     3.9 There are no  attachments,  executions,  assignments for the benefit of
creditors,   receiverships,   conservatorships,   or  voluntary  or  involuntary
proceedings  in  bankruptcy  or pursuant to any other laws for relief of debtors
contemplated  or filed by Seller or  pending  against  Seller  or  affecting  or
involving the Real Property.

     3.10 There is no default, nor has any event occurred which with the passage
of time or the  giving of  notice  or both  would  constitute  a default  in any
contract,  mortgage,  deed of trust, lease, or other instrument which relates to
the Real Property or which affects the Real Property in any manner whatsoever.

     3.11 There are no contracts or other obligations  outstanding for the sale,
exchange, or transfer of all or any part of the Real Property.

<PAGE>

     3.12 There are no  written  modifications  of the  Leases  other than those
which have been provided to Buyer. The Leases have not been modified by any oral
agreements.

     3.13  There are no  violations  of laws,  rules,  regulations,  ordinances,
codes,  covenants,   conditions,   restrictions,   instructions,  or  agreements
applicable  to the Real  Property.  Seller  has not  received  notices  from any
insurance companies,  governmental agencies, or any other person with respect to
violations  concerning  the Real  Property.  If any  notices of  violations  are
received  prior to Close of Escrow,  Seller shall  immediately  submit copies to
Buyer and Buyer's review and acceptance shall be a condition  precedent to Close
of Escrow.

     3.14 Seller has taken all actions  necessary  to protect and  preserve  all
grandfathered water rights with respect to the Real Property.

     3.15 There has been no  production,  discharge,  disposal,  or storage  on,
from,  or onto  the  Real  Property  or any  lot or  adjacent  property,  of any
petroleum  products or  hazardous  waste,  hazardous  materials,  or other toxic
substance  or any  activity  which could have  otherwise  contaminated  the Real
Property,  and there is no proceeding or inquiry by any  governmental  body with
respect to contamination of the Real Property. Neither the Real Property nor any
improvements  or fixtures  located on the Real  Property  contain any  hazardous
building materials or toxic substances, including, without limitation, asbestos,
or PCB's,  and the Real  Property  does not contain and has never  contained any
underground tank.

     3.16 Seller shall have  performed  fully and complied  with the  Agreements
required to be performed or complied with by it prior to at the Close of Escrow,
including satisfaction of the requirements contained in the Requirements section
or Schedule B of the preliminary title report referred to in this Agreement.

     3.17 Seller will not at any time prior to Close of the Escrow  grant to any
person an interest in the Property.

     3.18  Seller  will not at any time  prior to the Close of  Escrow  join in,
consent to, request,  or apply for any change in the current zoning with respect
to the Property.

     3.19 Seller  expressly  warrants  that there is access to and from the Real
Property to a public street or highway.

     3.20 Seller  represents  and warrants that it is a Delaware  corporation in
good  standing  and that it and its Officer  undersigned  have the  authority to
enter  into this  transaction  and to  execute  all  documents  related  to this
transaction.

<PAGE>

     3.21 Buyer represents and warrants that it is an Arizona limited  liability
company in good standing and that it and its Member or Manager  undersigned have
the  authority  to enter  into this  transaction  and to execute  all  documents
related to this transaction.

     4. Payment; Feasibility Period.

     4.1 Earnest Money. Not required.

     4.2 Payment of Purchase Price. Buyer shall pay to Seller the balance of the
Purchase Price, which is Three Million and no/100 Dollars ($3,000,000.00),  less
closing costs at the Close of Escrow.

     4.3 Inspections.  Buyer shall have the right and option before the Close of
Escrow to perform such  inspections,  tests,  studies,  and analyses as it deems
necessary or appropriate.

     5. Title, Survey, and Escrow.

     5.1  Conveyance  by General  Warranty  Deed.  Seller  shall  duly  execute,
acknowledge,  and deliver to Escrow Agent, for recordation upon close of escrow,
a General Warranty Deed on Escrow Agent's standard form,  conveying an undivided
interest in the Real Property to Buyer.

     5.2 Affidavit of Value.  Buyer and Seller shall  execute,  acknowledge  and
deliver to Escrow Agent the Affidavit of Real Property Value required by Arizona
Rev. Statutes,ss.11-1134.

     5.3 Title Insurance.  As a condition of Buyer's obligation to close Escrow,
Westland  Title Agency of Arizona  Title  Company  shall be prepared to issue to
issue its standard  coverage  owner's  policy of title  insurance,  insuring fee
title to the Real Property in the amount of the Purchase  Price,  free and clear
of all liens and  encumbrances,  subject only to the standard  exceptions in the
policy and to  matters  in  Schedule  B of the  Preliminary  Title  Report to be
prepared by the Title Agency and approved as follows:  Seller shall cause (1) an
ATLA  boundary  survey of the Real  Property  (the  "Survey") to be delivered to
Buyer  before the Close of Escrow and (2) Title  Agency to deliver to Seller and
Buyer a title commitment for the Real Property (the "Title Commitment") together
with all Schedule B documents. Buyer shall advise Seller within five (5) days of
receipt  of each  such  item  which  Survey  items or  exceptions  to the  Title
Commitment,  if any,  will not be accepted by the Buyer.  If Buyer fails to give
Seller  notice of any  objections  to the Title  Commitment or the Survey within
such period,  Buyer shall be deemed to have  accepted and approved the condition
of the Survey and the title as reflected in the Title  Commitment.  Seller shall
have five (5) days after  receipt of Buyer's  objections,  if any, to give Buyer
notice: (i) that Seller will remove any objectionable  exceptions from the Title
Commitment  and  provide  Buyer  with  evidence  satisfactory  to  Buyer of such
removal,  or  provide  Buyer  with  evidence  satisfactory  to  Buyer  that  the
exceptions  will be removed  prior to the Close of Escrow,  or (ii) that  Seller
elects not to cause such exception to be removed. If Seller fails to give notice
to Buyer within such period, Seller will be deemed to have given notice to Buyer
under clause (ii) on the fifth (5th) day after Seller's notice of objection.  If
Seller gives or is deemed to have given  notice  under clause (ii),  Buyer shall
have  five (5) days to  proceed  with the  purchase  and take the Real  Property
subject  to the  exceptions  with  no  reduction  in the  Purchase  Price  or to
terminate this  Agreement.  If Buyer fails to give notice of its election within
five (5) days,  then Buyer  shall be deemed to have  elected to  terminate  this
Agreement.  If Seller gives  notice  pursuant to clause (i), but fails to remove
the  objectionable  title exception from the Title  Commitment prior to Close of
Escrow, and the Buyer is unwilling to take title subject thereto, then Buyer may
elect to terminate  this  Agreement,  and the Earnest  Money,  together with any
interest  accrued  thereon,  shall be repaid to Buyer,  and the parties shall be
excused from further performance hereunder.

<PAGE>

     5.4 Opening and Close of Escrow.  Upon  executing  this  Agreement,  Seller
shall cause escrow to be opened at Westland Title Agency of Arizona,  7720 North
16th Street, Suite 300, Phoenix,  Arizona 85020, Attention Helen Martinez Mendez
(hereinafter  the "Escrow  Agent").  "Opening of Escrow" shall occur on the date
that both a fully execute  counterpart of this Agreement and the Initial Earnest
Money deposit have been  received by the Escrow  Agent.  "Close of Escrow" shall
occur as soon as possible but not later than January 15, 2002.

     5.5  Charges.  All  real  property  taxes,  general  and  special  bonds or
improvements,   assessments,   and  other  public  or  governmental  charges  or
assessments,  liens,  or  encumbrances  against  the  Real  Property,  including
assessments, liens, or encumbrances for sewers, water, drainage, or other public
improvements, accruing prior to the Close of Escrow shall be paid in full by the
Seller,  whether or not such  assessments  or charges have been levied as of the
Close of Escrow.  Real property  taxes relating to the current tax year shall be
prorated between Seller and Buyer as of Close of Escrow,  based upon the Buyer's
undivided  interest in the Real  Property  and the portion of the real  property
taxes for the tax parcels  included within the Real Property and upon the latest
estimates  available  for the amount of taxes that will be due and payable  with
respect to the real property.

     5.6  Expenses of Escrow.  Title  insurance  premiums and all other costs or
expenses of escrow shall be paid as follows:  Seller shall pay the premium for a
standard  owner's policy of title insurance in the amount of the Purchase Price.
In the event Buyer elects to obtain an extended coverage owner's policy of title
insurance,  Buyer shall pay for the increased  premium for an extended  coverage
owner's  policy of title  insurance and the cost of any  endorsements  which the
Buyer may require, but Buyer shall not delay the Close of Escrow or increase any
amount  to be paid by  Seller  hereunder.  The  cost of  recording  the  Special
Warranty  Deed to Buyer and any loan fees or recording  fees for loan  documents
shall be paid by Buyer.  All  expenses of Escrow and  Closing,  including  other
recording fees, shall be allocated to and paid by Seller and Buyer in accordance
with the  manner in which  such costs are  customarily  paid by such  parties in
sales of similar property in Maricopa County, Arizona,  provided,  however, that
each party shall pay its own attorneys fees.

     6. Conditions Precedent.

     6.1 Buyer's  Receipt of Discounted  Payoff of that certain  Promissory Note
dated July 25, 2001, wherein Stardust  Structured  Investments No. 4, LLC as the
Debtor  and Ussery  Accounting  Services,  LLC for the  benefit of Buyers as the
Payee.

     6.2 Close of escrow for the property  being sold herein,  wherein  American
Sand and Rock,  Inc. is the Seller and Seller is the  Purchaser in Escrow Number
02-00066-02 at Westland Title Agency of Arizona.

     6.3  Seller  and Buyer  executing  the  Triple  Net  Lease on an  undivided
interest of Industrial Land and Building for the Subject property.

     6.4 Seller and Buyer  executing  a Deed of Trust on  Seller's  interest  in
certain  mining  claims  located at the Black Canyon Mica Mine,  situated on the
borders of Maricopa and Yavapai Counties, Arizona.

<PAGE>

     6.5 Seller  and Buyer  executing  a  Repurchase  Option for the  benefit of
Seller.

     6.6 Seller and Buyer executing a Sale Option for the benefit of Buyer.

     6.7 Execution of a Co-Tenancy Agreement between Seller and Buyer.

     6.8  Seller's  delivery  to Buyer of a Common  Stock  Purchase  Warrant for
2,550,000 shares of common stock.

     6.9 Seller shall provide to Buyer a Certified  Resolution  that all actions
of Seller, its shareholders or its Board of Directors necessary to authorize the
transactions  contemplated  by this  Agreement,  have  been  taken  and that the
Officer who executes this Agreement is duly and properly  authorized to do so on
behalf of Seller.

     In the  event  that  any  of  the  foregoing  conditions  precedent  is not
satisfied by the party  responsible  for  satisfying it and is not waived by the
other party,  the other party shall have the right to terminate  this  Agreement
effective immediately upon notice to the party who did not satisfy the condition
precedent and to the Escrow Agent.

     7.  Possession by Buyer.  Possession of the undivided  interest in the Real
Property shall be delivered to Buyer upon the Close of Escrow. Prior to Close of
Escrow, all risk of loss and damage to the Real Property from whatever source or
cause shall be the sole responsibility of Seller.

     8. Plans and Environmental  Report. Within three (3) days of executing this
Agreement,  Seller shall deliver to Buyer a copy of each  environmental  report,
survey,  plan, or other architectural  renderings performed on the Real Property
which is in  Seller's  possession.  These  reports  are  supplied  to Buyer as a
courtesy, and Seller makes no warranty or representation as to their accuracy or
completeness  or as to Buyer's ability to rely thereon.  Seller  recommends that
Buyer   conduct  its  own   independent   evaluation  of  the  accuracy  of  any
environmental report,  survey, plan, or other architectural  renderings supplied
to Buyer by Seller.

     9. Inspection and Information.

     9.1 Independent  Inspection.  Buyer  acknowledges that it has independently
inspected the Real Property and has made and entered into this  Agreement  based
upon its own  inspection  and its own  examination  of the condition of the Real
Property.

     9.2  Information.  Buyer  acknowledges  that any and all real  property tax
information,  engineering data,  feasibility or marketing reports, soil reports,
or other  information  of whatever  type Buyer has  received or may receive from
Seller or its agents is furnished on the express condition that Buyer shall make
its own  independent  verification  of the accuracy of such  information.  Buyer
agrees that it shall not attempt to assert any liability  against  Seller or its
agents for furnishing this information, and Buyer hereby covenants and agrees to
indemnify and hold  harmless  Seller and its agents from any and all such claims
of liability.

<PAGE>

     9.3 No  Warranties.  No  person  acting  on  behalf  of  Seller or Buyer is
authorized to make,  and Seller and Buyer  acknowledge  that neither  Seller nor
Buyer has made, any warranty,  representation,  guarantee, or promise, except as
set forth  herein and in the  documents  described  in Article 6. No  agreement,
statement,  representation,  or  promise  made by Seller  or Buyer  which is not
contained  herein or in the documents  described in Article 6, shall be valid or
binding upon Seller or Buyer.  The only  representations  or warranties with the
respect to the subject matter of this transaction,  either express or implied by
law, are set forth herein and in the documents described in Article 6, and Buyer
and Seller each waive any right to any warranty implied by law.

     10. Remedies.

     10.1 Seller's Remedies. If Buyer defaults in Buyer's obligation to purchase
the  Real  Property  within  the  time  and in the  manner  prescribed  in  this
Agreement, Seller shall be released from all obligations in law and in equity to
convey  the Real  Property  to Buyer.  Seller  and Buyer  agree that it would be
impractical or extremely  difficult to fix the actual damages suffered by Seller
as a result of Buyer's  default,  that all deposit money paid under  Paragraph 4
above  constitutes  a  reasonable  estimate of Seller's  damages in the event of
Buyer's  default,  and that all deposit money paid under Paragraph 4 above shall
be paid to and retained by Seller as liquidated  damages in the event of Buyer's
default.  Seller  shall  additionally  have the  right to file suit in law or in
equity against Buyer for Buyer's default.

     10.2 Buyer's  Remedies.  If Seller defaults in Seller's  obligation to sell
the  Real  Property  within  the  time  and in the  manner  prescribed  in  this
Agreement,  Buyer's  sole and  exclusive  remedy  is either  to (i)  cancel  and
terminate this Agreement,  whereupon the Earnest Money shall be repaid to Buyer,
and  Buyer  shall be  released  from all  obligations  in law and in  equity  to
purchase the Real Property from Seller, or (ii) enforce specific  performance of
this Agreement.

     11.  Notices.  All notices or other  communications  made  pursuant to this
Agreement shall be in writing and shall be deemed properly delivered,  given, or
served  when  either  (i)  personally  delivered  against  a signed  receipt  of
delivery,  (ii) mailed by certified mail or registered  mail,  postage  prepaid,
(iii) sent via reputable overnight delivery carrier, such as FedEx, or (iv) sent
via facsimile transmission to the parties as follows:

<TABLE>
<CAPTION>

<S>                        <C>
To Seller:                 AZCO Mining, Inc.
                           Attention:  Lawrence Olson
                           7239 North El Mirage Road
                           Glendale, AZ  85307
                           Facsimile:  (623) 935-0781

With a copy to:            Moore & Benham, PLC
                           Attention:  James Benham, Esq.
                           1144 East Jefferson
                           Phoenix, Arizona 85034
                           Facsimile:  (602) 262-2943

To Buyer:                  Muzz Investments, LLC
                           Attention:  Michael S. Musulin
                           13125  North 75th Place
                           Scottsdale, Arizona 85260
                           Facsimile:  (480) 348-7459

With a copy to:            Ussery Accounting Services, LLC
                           C/O Bessie Ussery
                           1144 East Jefferson
                           Phoenix, Arizona 85034
                           Facsimile:  (602) 262-2943

</TABLE>

<PAGE>

All notices so given shall be deemed  effective upon receipt or rejection at the
address of addressee if sent in accordance with this (i), (ii), or (iii) of this
paragraph  or  upon  transmission  if  sent  in  accordance  with  (iv)  of this
paragraph.  Either  party may change its  address  or  facsimile  number for the
purpose of this  paragraph by giving the other party three days' written  notice
of the change in the manner provided by this paragraph.

     12. Real Estate Broker.  Buyer  represents and warrants that its Member and
Manager,  Michael S.  Musulin,  is a licensed real estate broker in the State of
Arizona. Seller represents and warrants that it has not used a broker or realtor
in connection with this transaction. Each party hereby indemnifies the other and
shall hold the other  harmless  from and  against  any claims  arising  from the
breach of any warranty or representation of this paragraph.

     13.  Assignments and Binding Effect.  Buyer intends that the Deed be issued
to Muzz  Investments,  LLC as  replacement  property in a Section 1031 Exchange.
Other than the  Assignment  to Muzz  Investments,  Buyer  shall not assign  this
Agreement or any interest herein without Seller's written consent, which consent
shall not be  withheld  unreasonably.  If Seller  consents to an  assignment  by
Buyer,  Buyer shall sell, assign, and transfer to Assignee all of Buyer's right,
title,  and  interest  to and in  this  Agreement.  Assignee,  by  executing  an
assignment approved by Seller, accepts all of Buyer's interest in this Agreement
and agrees to  perform  all of Buyer's  obligations  according  to the terms and
conditions of this  Agreement.  This  Agreement is binding upon and inure to the
benefit of the heirs, executors, administrators,  successors, and assigns of the
parties.  Notwithstanding the above, Buyer may assign this Agreement at any time
and without Seller's consent to an entity owned or controlled by Buyer.

     14.  Entire  Agreement.  Subject to the  conditions  precedent set forth in
Article 6 of this Agreement,  this instrument  constitutes the entire  agreement
between the  parties.  Neither  party  shall be bound by any terms,  conditions,
statements,  or  representations,  oral or written,  not herein contained.  Each
party hereby  acknowledges  that in executing this  Agreement,  he or it has not
been induced,  persuaded,  or motivated by any promise or representation made by
the other party,  unless expressly set forth herein. All previous  negotiations,
statements and preliminary  instruments by the parties or their  representatives
are merged in this Agreement.

     15.  Amendments.  This Agreement may be amended only by a written  document
signed by each party to this Agreement.

     16. Further Documents. Seller and Buyer shall expeditiously, diligently and
with good faith take such steps as are necessary to consummate  the  transaction
contemplated  herein with all due haste and will fully cooperate and assist each
other in such  matters as the  context  hereof  dictates.  Further,  the parties
themselves or through and by their agents, shall execute and deliver any and all
further documents required to Close Escrow.

     17.  Counterparts.  This Agreement may be executed in counterpart,  each of
which shall be deemed an original but all of which together shall constitute one
Agreement.

     18. Severability.  Should any term, part, or provision of this Agreement or
any document  required herein to be executed or delivered at Closing be declared
void,  invalid,  or  unenforceable by any Court of competent  jurisdiction,  all
remaining terms, parts, or provisions shall remain valid and enforceable.

     19. Time is of the Essence. Except as otherwise specifically stated in this
Agreement, the parties agree and acknowledge that time is of the essence in each
and every provision of this Agreement.

     20. Survival. The provisions of this Agreement survive the Close of Escrow.

     21.  Exhibits.  All exhibits and schedules  attached  hereto or referred to
herein  are  incorporated  herein  by  this  reference  and  made a part of this
Agreement as if set forth fully in the body of this Agreement.

     22.  Applicable Law. This Agreement shall be construed under and subject to
the laws in effect in the State of Arizona.

<PAGE>

     23. Interpretations.

     23.1  Construction.  The parties agree and acknowledge  that each party and
its counsel have negotiated,  reviewed,  and revised this Agreement and that any
rule that  ambiguities in the Agreement be construed  against the drafting party
shall not  apply in the  interpretation  of this  Agreement  or any  amendments,
exhibits, or schedules hereto.

     23.2  Interpretation.  In this  Agreement,  the neuter gender  includes the
masculine and the feminine, and the singular number includes the plural, and the
words "person" and "party" include corporation,  partnership,  individual, form,
trust, or association wherever the context so requires.

     23.3 Recitals and Captions. The recitals and captions of the paragraphs and
subparagraphs  of this  Agreement are for the  convenience  and reference of the
parties  only,  and  the  words  contained  therein  shall  in no way be held to
explain,  modify,  amplify,  or aid in the interpretation or construction of the
provisions of this Agreement.

     24. No Recordation. Seller and Buyer agree that this Agreement shall not be
recorded, but that a memorandum of this Agreement may be recorded at the request
of any party.

     25.  Condition of  Property.  From the Opening of Escrow until the Close of
Escrow, Seller shall refrain from further encumbering,  licensing,  granting any
easements,  rights  of way,  or other  encroachments  or  contracting  to do so,
provided,  however,  that Seller may be allowed to engage in this  activity with
the written consent of Buyer, which consent shall not be unreasonably withheld.

     26. Escrow Instructions. This Agreement shall constitute the Escrow Agent's
instructions.

     27. Legal  Representation and Attorneys Fees. It is hereby  acknowledged by
all parties to this  Agreement  that this Agreement is being prepared by the law
firm of Moore &  Benham,  P.L.C.,  on  behalf  of the  Seller.  Seller  shall be
responsible  for paying any and all legal fees  related to this  transaction  to
Moore & Benham,  P.L.C.  Inasmuch as Moore & Benham,  P.L.C. has performed legal
services  for Buyer on  other,  unrelated  matters,  Buyer  consents  to Moore &
Benham,  P.L.C.  representing  only the Seller in this matter and waives any and
all real or  potential  conflicts of  interest.  Buyer has been  informed and is
aware and acknowledges that it has been advised that it has every legal right to
seek its own  independent  counsel and has had the  opportunity to do so. In the
event of any  litigation  between the parties hereto to enforce any provision or
right arising herein, the unsuccessful  party in such litigation,  as determined
by the Court,  agrees to pay the successful  party,  as determined by the Court,
all costs and expenses, including, but not limited to, reasonable attorneys fees
incurred by the successful party, which fee is to be determined by the Court.

<PAGE>

     IN WITNESS WHEREOF, this Agreement was executed by the parties on the dates
set forth below.

SELLER:                                  BUYER:
AZCO MINING, INC., a Delaware            Ussery Accounting Services, corporation
LLC, an Arizona limited                  f/b/o Muzz Investments, LLC, an Arizona
liability company                        limited liability company

By:____________________________          By:_________________________________
   Ryan A. Modesto, Secretary               Bessie R. Ussery, Manager

Date:    ______________                  Date:    ______________

APPROVED:                                APPROVED:
                                         MUZZ INVESTMENTS, LLC



By:______________________________        By: ________________________________
   Lawrence G. Olson, President              Michael S. Musulin, Manager