DIRECTORS AGREEMENT


This agreement  dated April 26, 2002 by and between AZCO Mining Inc., a Delaware
corporation  (the  "Company")  and William M. Lightner Jr., an outside  director
(the "director").

Whereas  the  director  has  rendered  valuable  services to the Company and the
Company  desires to be assured that the director  will continue  rendering  such
services to the Company;

Whereas  the  director  is willing to  continue to serve the Company but desires
assurance that he will be protected in the event of any change in control;

Now therefore, in consideration of the mutual covenants and promises herein, the
parties agree as follows;

The Company agrees that if

1.   There is a change of control of the Company, and

2.   The director resigns the service of the company, for whatever reason (other
     than discharge for cause, death or disability) within six months after such
     acquisition of control

     a.   The director shall receive as a lump sum, a cash payment in the amount
          not to exceed $100,000

     b.   The  amounts  paid  to the  director  hereunder  shall  be  considered
          severance pay in consideration of the past services he has rendered to
          the Company and in  consideration  of this continued  service from the
          date hereof to his entitlement to those payments.

As used herein, the term "change in control" shall mean either

1.   The  acquisition  of (whether  direct or  indirect)  shares in excess of 20
     percent  of the  outstanding  shares of common  stock of the  Company  by a
     person or group of persons,  other than through a public equity offering by
     the Company, or

2.   The occurrence of any  transaction  relating to the Company  required to be
     described  pursuant to the  requirements  of item 6 (e) of schedule  14A of
     regulation  14A  of  the  Securities  and  Exchange  Commission  under  the
     Securities and Exchange Act of 1934, or

3.   Any change in the  composition  of the board of  directors  of the  Company
     resulting  in a  majority  of the  present  directors  not  constituting  a
     majority  provided,  that in making such  determination  directors who were
     elected by, or on the  recommendation  of, such present majority,  shall be
     excluded.

The  arrangements  called for by this  agreement  are not  intended  to have any
effect on the  director's  participation  in any  other  benefits  available  to
directors or to preclude  other  compensation  or additional  benefits as may be
authorized by the board of directors from time to time.

This agreement shall be binding and shall inure to the benefit of the respective
successors, assigns, legal representatives and heirs to the parties hereto.

This  agreement  shall  terminate,  even though prior to the  acquisition of any
control of the Company as defined here, if the director  shall be voted out, not
stand for reelection, voluntarily resign, retire, become permanently and totally
disabled, or die.

In witness  whereof,  the parties  have signed this  agreement  this 26th day of
April, 2002.




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Director's Signature / Azco Mining Inc.                                DATE


<PAGE>

                               DIRECTORS AGREEMENT


This agreement  dated April 26, 2002 by and between AZCO Mining Inc., a Delaware
corporation  (the "Company") and Stanley A. Ratzlaff,  an outside  director (the
"director").

Whereas  the  director  has  rendered  valuable  services to the Company and the
Company  desires to be assured that the director  will continue  rendering  such
services to the Company;

Whereas  the  director  is willing to  continue to serve the Company but desires
assurance that he will be protected in the event of any change in control;

Now therefore, in consideration of the mutual covenants and promises herein, the
parties agree as follows;

The Company agrees that if

3.   There is a change of control of the Company, and

4.   The director resigns the service of the company, for whatever reason (other
     than discharge for cause, death or disability) within six months after such
     acquisition of control

     c.   The director shall receive as a lump sum, a cash payment in the amount
          not to exceed $100,000

     d.   The  amounts  paid  to the  director  hereunder  shall  be  considered
          severance pay in consideration of the past services he has rendered to
          the Company and in  consideration  of this continued  service from the
          date hereof to his entitlement to those payments.

As used herein, the term "change in control" shall mean either

4.   The  acquisition  of (whether  direct or  indirect)  shares in excess of 20
     percent  of the  outstanding  shares of common  stock of the  Company  by a
     person or group of persons,  other than through a public equity offering by
     the Company, or

5.   The occurrence of any  transaction  relating to the Company  required to be
     described  pursuant to the  requirements  of item 6 (e) of schedule  14A of
     regulation  14A  of  the  Securities  and  Exchange  Commission  under  the
     Securities and Exchange Act of 1934, or

6.   Any change in the  composition  of the board of  directors  of the  Company
     resulting  in a  majority  of the  present  directors  not  constituting  a
     majority  provided,  that in making such  determination  directors who were
     elected by, or on the  recommendation  of, such present majority,  shall be
     excluded.

The  arrangements  called for by this  agreement  are not  intended  to have any
effect on the  director's  participation  in any  other  benefits  available  to
directors or to preclude  other  compensation  or additional  benefits as may be
authorized by the board of directors from time to time.

This agreement shall be binding and shall inure to the benefit of the respective
successors, assigns, legal representatives and heirs to the parties hereto.

This  agreement  shall  terminate,  even though prior to the  acquisition of any
control of the Company as defined here, if the director  shall be voted out, not
stand for reelection, voluntarily resign, retire, become permanently and totally
disabled, or die.

In witness whereof, the parties have signed this agreement this 26th day of
April, 2002.




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Director's Signature / Azco Mining Inc.                                DATE